-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SVKDoJ1x+6jYZR+JucIoqDLZm3WZztLIrDuYznBlKbUwBhHftzQB7buwb6Wj67qx d8PmuyZHlPWxMjYutzz2jA== 0000899681-07-000826.txt : 20071211 0000899681-07-000826.hdr.sgml : 20071211 20071210174838 ACCESSION NUMBER: 0000899681-07-000826 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20071211 DATE AS OF CHANGE: 20071210 GROUP MEMBERS: JEFFERIES & COMPANY, INC. GROUP MEMBERS: JEFFERIES GROUP, INC. GROUP MEMBERS: JEFFERIES HIGH YIELD HOLDINGS, LLC GROUP MEMBERS: JEFFERIES HIGH YIELD TRADING, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79873 FILM NUMBER: 071296832 BUSINESS ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 BUSINESS PHONE: 918-663-2800 MAIL ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEFFERIES & COMPANY, INC. CENTRAL INDEX KEY: 0001265287 IRS NUMBER: 952622900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 520 MADISON AVE. 12TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122842316 MAIL ADDRESS: STREET 1: 520 MADISON AVE. 12TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: JEFFERIES & CO INC DATE OF NAME CHANGE: 20030930 SC 13D 1 jefferies-sc13d_120707.htm Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)*

RAM Energy Resources, Inc.
(Name of Issuer)

Common Stock, $0.0001 par value
(Title of Class of Securities)

75130P109000
(CUSIP Number)

Melvin Epstein, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 29, 2007
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because ofss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

SCHEDULE 13D

Page 2 of 13 Pages

1	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Jefferies & Company, Inc.

2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3	SEC Use Only

4	Source of Funds (See Instructions) OO

5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [X]

6	Citizenship or Place of Organization Delaware

Number of
Shares of Common Stock
Beneficially
Owned by
Each
Reporting
Person With

7

8

9

10

Sole Voting Power
          0
Shared Voting Power
          18,352,487
Sole Dispositive Power
          0
Shared Dispositive Power
          18,352,487

11	Aggregate Amount Beneficially Owned by Each Reporting Person 18,352,487

12	Check if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See Instructions) [ ]

13	Percent of Class Represented by Amount in Row (11) 28.1%

14	Type of Reporting Person (See Instructions) CO, BD

SCHEDULE 13D

Page 3 of 13 Pages

1	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Jefferies Group, Inc.

2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3	SEC Use Only

4	Source of Funds (See Instructions) OO

5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

6	Citizenship or Place of Organization Delaware

Number of
Shares of Common Stock
Beneficially
Owned by
Each
Reporting
Person With

7

8

9

10

Sole Voting Power
          0
Shared Voting Power
          18,352,487
Sole Dispositive Power
          0
Shared Dispositive Power
          18,352,487

11	Aggregate Amount Beneficially Owned by Each Reporting Person 18,352,487

12	Check if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See Instructions) [ ]

13	Percent of Class Represented by Amount in Row (11) 28.1%

14	Type of Reporting Person (See Instructions) CO, HC

SCHEDULE 13D

Page 4 of 13 Pages

1	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Jefferies High Yield Trading, LLC

2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3	SEC Use Only

4	Source of Funds (See Instructions) OO

5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

6	Citizenship or Place of Organization Delaware

Number of
Shares of Common Stock
Beneficially
Owned by
Each
Reporting
Person With

7

8

9

10

Sole Voting Power
          0
Shared Voting Power
          16,424,671
Sole Dispositive Power
          0
Shared Dispositive Power
          16,424,671

11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,424,671

12	Check if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See Instructions) [ ]

13	Percent of Class Represented by Amount in Row (11) 25.3%

14	Type of Reporting Person (See Instructions) OO, BD

SCHEDULE 13D

Page 5 of 13 Pages

1	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Jefferies High Yield Holdings, LLC

2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3	SEC Use Only

4	Source of Funds (See Instructions) OO

5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

6	Citizenship or Place of Organization United States

Number of
Shares of Common Stock
Beneficially
Owned by
Each
Reporting
Person With

7

8

9

10

Sole Voting Power
          0
Shared Voting Power
          16,424,671
Sole Dispositive Power
          0
Shared Dispositive Power
          16,424,671

11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,424,671

12	Check if the Aggregate Amount in Row (11) Excludes Certain shares of Common Stock (See Instructions) [ ]

13	Percent of Class Represented by Amount in Row (11) 25.3%

14	Type of Reporting Person (See Instructions) OO, HC

Item 1. Security and Interest

This Schedule 13D (the "Schedule 13D") relates to the common stock of RAM Energy Resources, Inc. (the "Issuer"), par value $0.0001 per share (the "Common Stock"), and is being filed on behalf of the Reporting Persons (as defined below). The address of the principal executive offices of the Issuer is 5100 East Skelly Drive, Suite 650, Tulsa, Oklahoma 74135.

Item 2. Identity and Background

(a) This Schedule 13D is filed by (i) Jefferies & Company, Inc. ("Jefferies"), (ii) Jefferies Group, Inc. ("Jefferies Group"), (iii) Jefferies High Yield Trading, LLC ("Trading") and (iv) Jefferies High Yield Holdings, LLC ("Holdings") (the persons mentioned in (i), (ii) (iii) and (iv) are referred to as the "Reporting Persons").

(b) The address of the principal business office of each of Jefferies and Jefferies Group is 520 Madison Ave., 12th Floor, New York, NY 10022. The address of the principal business office of each of Trading and Holdings is The Metro Center, One Station Place, Three North, Stamford, Connecticut 06902.

(c) Jefferies is a registered broker-dealer that engages in a diversified securities business, including investment banking and sales and trading in securities. Jefferies Group is a full-service global investment bank and institutional securities firm. Trading is a registered broker-dealer and conducts a secondary high yield brokerage and trading business. Holdings is a holding company and the sole owner of Trading.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Except as set forth below, none of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On December 1, 2006, Jefferies consent to an order of the Securities and Exchange Commission instituting administrative and cease-and-desit proceedings, making findings, and imposing remedial sanctions and a cease and desist order. The proceedings related to travel and entertainment expenses and the giving of gifts to employees of a mutual fund complex, as well as trading with and for the mutual fund complex. The order, among other things, censured Jefferies, required Jefferies to cease and desist from committing or causing violations of section 17(A)(1) of the Exchange Act and Rule 17A-3, and required Jefferies to pay disgorgement and interest.

(f) Jefferies and Jefferies Group are corporations organized in Delaware. Trading and Holdings are limited liability companies organized in Delaware.

Item 3. Source and Amount of Funds or Other Consideration

On October 16, 2007, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"; a copy of which is incorporated herein by reference to Exhibit 10.2) with Ascent Energy Inc. ("Ascent") and Ascent Acquisition Corp., a wholly owned subsidiary of the Issuer (the "Merger Subsidiary"), pursuant to which the Merger Subsidiary would merge with and into Ascent and Ascent would be the surviving entity and a wholly-owned subsidiary of the Issuer (such transaction, the "Merger"). On the same date, in connection with the Merger, Ascent entered into a Note Holder Payoff and Recapitalization Agreement (the "Recapitalization Agreement"; a copy of which is incorporated herein by reference to Exhibit 10.3, and, together with the Merger Agreement, the "Agreements") with South Louisiana Property Holdings, Inc., Jefferies, Trading and certain other holders (together with Jefferies and Trading, collectively the "Ascent Holders") of the following securities of Ascent: (i) the 16% Senior Notes due 2010 (the "Ascent Senior Notes"), (ii) the 11 3/4% Senior Subordinated Notes due 2010 (the "Ascent Senior Subordinated Notes"), (iii) the 8% Series A Preferred Stock, par value $0.001 per share (the "Ascent Preferred Stock") and (iv) warrants (the "Ascent Warrants" and, together with the Ascent Senior Notes, the Ascent Senior Subordinated Notes and the Ascent Preferred Stock, the "Ascent Securities") to purchase shares of the common stock, par value $0.001 per share, of Ascent (the "Ascent Common Stock").

On November 29, 2007 (the "Closing Date"), the Merger was consummated and the transactions contemplated by the Recapitalization Agreement were consummated. Pursuant to the Agreements, the Ascent Holders received a combination or one or more of the following in exchange for the Ascent Securities held by the Ascent Holders; cash, shares of Common Stock and warrants to purchase shares of Common Stock (the "Warrants"). Jefferies received a certain amount of cash, 1,449,398 shares of Common Stock and Warrants to purchase 478,417 shares of Common Stock. Trading received a certain amount of cash, 12,348,636 shares of Common Stock and Warrants to purchase 4,076,035 shares of Common Stock. The Warrants have an initial exercise price of $5.00 per share (subject to adjustment), are exercisable immediately and expire on May 11, 2008.

[Prior to the Closing Date, Jefferies held one (1) share of Common Stock, which it acquired in the ordinary course of business.

Item 4. Purpose of Transaction

See Item 3.

Item 5. Interest in Securities of the Issuer

(a) Amount and Percentage of Class Beneficially Owned.

Jefferies has a service agreement with Trading, pursuant to which Trading has granted to Jefferies the power to vote or direct the vote, and to dispose or to direct the disposition of the shares of Common Stock reported herein and held for the account of Trading, and, accordingly, Jefferies may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of Trading. Holdings is the sole owner of Trading, and, in such capacity, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of Trading. Jefferies Group is the sole owner of Jefferies and a member of Holdings, and, in such capacities, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the accounts of Jefferies and Holdings.

Amount Beneficially Owned:(1)

________________

(1) Each of (i) ING Barings Global Leveraged Equity Plan Ltd. ("ING Barings"), which beneficially owns 167, 470 shares of Common Stock; (ii) ING Barings U.S. Leveraged Equity Plan LLC ("ING US"), which beneficially owns 388,677 shares of Common Stock; and (iii) ING Furman Seiz Investors III LP ("Furman" and, together with ING Barings and ING US, collectively, "Jefferies Capital Partners") may be considered an affiliate of the Reporting Persons for purposes of Section 13 of the Exchange Act, and the Reporting Persons may be deemed to beneficially own the shares of Common Stock held by Jefferies Capital Partners. Each of the Reporting Persons expressly disclaims (i) beneficial ownership of the shares of Common Stock held by Jefferies Capital Partners and (ii) that the Reporting Persons and Jefferies Capital Partners constitute a "group" for purposes of Section 13 of the Exchange Act.

As of the date hereof:

Jefferies may be deemed to be the beneficial owner of 18,352,487 shares of Common Stock. This number consists of (A) 1,449,399 shares of Common Stock held for its own account, (B) 12,348,636 shares of Common Stock held for the account of Trading, (C) 478,417 shares of Common Stock that can be obtained by Jefferies upon exercise of Warrants to acquire shares of Common Stock held for its own account and (D) 4,076,035 shares of Common Stock that can be obtained by Trading upon exercise of Warrants to acquire shares of Common Stock held for the account of Trading.

Jefferies Group may be deemed to be the beneficial owner of 18,352,487 shares of Common Stock. This number consists of (A) 1,449,399 shares of Common Stock held for the account of Jefferies, (B) 12,348,636 shares of Common Stock held for the account of Trading, (C) 478,417 shares of Common Stock that can be obtained by Jefferies upon exercise of Warrants to acquire shares of Common Stock and held for the account of Jefferies and (D) 4,076,035 shares of Common Stock that can be obtained by Trading upon exercise of Warrants to acquire shares of Common Stock held for the account of Trading.

Trading may be deemed to be the beneficial owner of 16,424,671 shares of Common Stock. This number consists of (A) 12,348,636 shares of Common Stock held for its own account and (B) 4,076,035 shares of Common Stock that can be obtained by Trading upon exercise of Warrants to acquire shares of Common Stock held of the account of Trading.

Holdings may be deemed to be the beneficial owner of 16,424,671 shares of Common Stock. This number consists of (A) 12,348,636 shares of Common Stock held for the account of Trading and (B) 4,076,035 shares of Common Stock that can be obtained by Trading upon exercise of Warrants to acquire shares of Common Stock held for the account of Trading.

Percentage of Class:

The calculations set forth in this Item 4(b) are based on 60,841,636 shares of Common Stock outstanding. This number was received by the Reporting Persons directly from the Issuer.

Jefferies may be deemed to be the beneficial owner of approximately 28.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Jefferies Group may be deemed to be the beneficial owner of approximately 28.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

Trading may be deemed to be the beneficial owner of approximately 25.3% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

Holdings may be deemed to be the beneficial owner of approximately 25.3% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

(b) Number of shares as to which such person has:

Jefferies

Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 18,352,487
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 18,352,487

Jefferies Group

Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 18,352,487
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 18,352,487

Trading

Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 16,424,671
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 16,424,671

Holdings

Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 16,424,671
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 16,424,671

The filing of this Schedule 13D shall not be construed as an admission that Jefferies, Trading, Holdings, or Jefferies Group is, for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any shares not held directly for the account of each such Reporting Person covered by this Schedule 13D.

(d) Not Applicable.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer(2)

_____________

(2) The Reporting Persons and Jefferies Capital Partners may coordinate their decisions or actions relating to the holding, voting or disposition of the shares of Common Stock owned by each entity. Each of the Reporting Persons expressly disclaims (i) beneficial ownership of the shares of Common Stock held by Jefferies Capital Partners and (ii) that the Reporting Persons and Jefferies Capital Partners constitute a "group" for purposes of Section 13 of the Exchange Act.

Upon consummation of the Merger and the transactions contemplated by the Reorganization Agreement, on November 29, 2007, Jefferies and Trading each entered into a Voting Agreement with the Issuer (the "Voting Agreements"); which are incorporated herein by reference to Exhibit 10.4 and 10.5, respectively), pursuant to which Jefferies and Trading agreed to vote in favor of the election of directors recommended by the Issuer's board of directors through the Issuer's annual meeting of stockholders to be held in 2009. On the same date, Jefferies and Trading each entered into a lock-up letter with the Issuer (the "Lock-Up Letters"; which are incorporated herein by reference to Exhibits 10.6 and 10.7 respectively), in which each of Jefferies and Trading agreed, with limited exceptions, not to directly or indirectly sell, offer or contract to sell or offer, grant any option or warrant for the sale of, assign, transfer or otherwise dispose of, more than 50% of the total shares of Common Stock issued to each of Jefferies and Trading in connection with the Merger. The term of the Lock-Up Letters began on November 29, 2007 and will end 180 days thereafter. In addition, Jefferies and Trading entered into the Registration Rights Agreement, dated as of November 29, 2007, by and among the Issuer, the Designated Holders named on the signature pages thereto, including Jefferies and Trading, and FS Private Investments III LLC as Holder Representative (the "Registration Rights Agreement"; which is incorporated by reference to Exhibit 10.8), giving the holders of the Common Stock, including Jefferies and Trading, certain registration rights with regard to the Common Stock. The descriptions of the Voting Agreement, Lock-Up Letters and Registration Rights Agreement in the foregoing paragraph are not intended to be complete and are qualified in their entirety by reference to the full text of each agreement attached to this Schedule 13D as an exhibit.

Item 7. Material to be Filed as Exhibits

Exhibit No.

Description

10.1	Joint Filing Agreement, dated as of December 10, 2007, by and among the Reporting Persons.

10.2	Agreement and Plan of Merger, dated October 16, 2007, by and among the Issuer, Ascent and Merger Subsidiary, incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 18, 2007.

10.3	Note Holder Payoff and Recapitalization Agreement, dated as of October 16, 2007, by and among Ascent, South Louisiana Property Holdings, Inc., Jefferies, Trading and the other Ascent Holders.

10.4	Voting Agreement, dated as of November 29, 2007, by and between the Issuer and Jefferies.

10.5	Voting Agreement, dated as of November 29, 2007, by and between the Issuer and Trading.

10.6	Letter Agreement, dated as of November 29, 2007, by and between the Issuer and Jefferies.

10.7	Letter Agreement, dated as of November 29, 2007, by and between the Issuer and Jefferies.

10.8	Registration Rights Agreement, dated as of November 29, 2007, by and among the Issuer, the Designated Holders named on the signature pages thereto and FS Private Investments III LLC as Holder Representative.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Date: December 10, 2007

JEFFERIES & COMPANY, INC.

By:      /s/ Roland T. Kelly
             Name: Roland T. Kelly
             Title: Senior Vice President and
                       Associate General Counsel

JEFFERIES GROUP, INC.

By:      /s/ Roland T. Kelly
             Name: Roland T. Kelly
             Title: Assistant Secretary

JEFFERIES HIGH YIELD TRADING, LLC

By:      /s/ Robert J. Welch
             Name: Robert J. Welch
             Title: Chief Financial Officer

JEFFERIES HIGH YIELD HOLDING, LLC

By:     /s/ Robert J. Welch
             Name: Robert J. Welch
             Title: Chief Financial Officer

Exhibit Index

Exhibit No.

Description

10.1	Joint Filing Agreement, dated as of December 10, 2007, by and among the Reporting Persons.

10.2	Agreement and Plan of Merger, dated October 16, 2007, by and among the Issuer, Ascent and Merger Subsidiary, incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 18, 2007.

10.3	Note Holder Payoff and Recapitalization Agreement, dated as of October 16, 2007, by and among Ascent, South Louisiana Property Holdings, Inc., Jefferies, Trading and the other Ascent Holders.

10.4	Voting Agreement, dated as of November 29, 2007, by and between the Issuer and Jefferies.

10.5	Voting Agreement, dated as of November 29, 2007, by and between the Issuer and Trading.

10.6	Letter Agreement, dated as of November 29, 2007, by and between the Issuer and Jefferies.

10.7	Letter Agreement, dated as of November 29, 2007, by and between the Issuer and Jefferies.

10.8	Registration Rights Agreement, dated as of November 29, 2007, by and among the Issuer, the Designated Holders named on the signature pages thereto and FS Private Investments III LLC as Holder Representative.

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13D with respect to the Common Stock of RAM Energy Resources, Inc., dated as of December 10, 2007, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Act.

Date: December 10, 2007

EX-10 2 jefferies-ex102_120707.htm EXHIBIT 10.2 Exhibit 10.2

Note Holder Payoff and Recapitalization Agreement

dated as of October 16, 2007

relating to

Ascent Energy Inc.

and

South Louisiana Property Holdings, Inc.

NOTE HOLDER PAYOFF AND RECAPITALIZATION AGREEMENT

This Note Holder Payoff and Recapitalization Agreement (this "Agreement"), dated as of October 16, 2007, is entered into by and among Ascent Energy Inc., a Delaware corporation (the "Company"); South Louisiana Property Holdings, Inc., a Louisiana corporation ("SLPH"); the holders of the Company's outstanding 16% Senior Notes (including any PIK Notes executed and delivered by the Company in connection therewith, the "Senior Notes") due February 1, 2010 (or such later maturity date as automatically extended in accordance with Section 7 thereof (but in no event later than February 1, 2015)) listed on Exhibit A hereto (collectively, the "Senior Note Holders"); the holders of the Company's outstanding 11¾% Senior Subordinated Notes due May 1, 2010 (or such later maturity date as automatically extended in accordance with Section 7 thereof (but in no event later than May 1, 2015)) (including any PIK Notes executed and delivered by the Company in connection therewith, the "Senior Subordinated Notes") listed on Exhibit B hereto (collectively, the "Senior Subordinated Note Holders"); the holders of outstanding shares of the Company's 8% Series A Preferred Stock, $0.001 par value per share (the "Preferred Stock"), listed on the signatures pages hereto (collectively, the "Preferred Stockholders"); and the holders of outstanding warrants to purchase shares of common stock, $0.001 par value per share, of the Company (the "Common Stock") listed on the signatures pages hereto (collectively, the "Common Warrantholders"). The Senior Note Holders, the Senior Subordinated Note Holders, the Preferred Stockholders and the Common Warrantholders are referred to collectively as the "Investor Parties." The Company and SLPH are referred to collectively as the "Company Parties." The Investor Parties and the Company are referred to collectively as the "Parties."

RECITALS:

A. The Company and the Senior Note Holders are parties to that certain Amended and Restated Securities Purchase Agreement dated as of November 9, 2005 (the "Senior Note Purchase Agreement"). The Senior Note Holders hold all of the outstanding Senior Notes as of the date of this Agreement. Exhibit A is a list of the holders of all of the outstanding Senior Notes as of the date of this Agreement.

B. The Company, certain of its subsidiaries and U.S. Bank National Association (the "Trustee"), are parties to that certain Indenture dated as of September 28, 2001, as supplemented by that certain First Supplemental Indenture dated as of July 27, 2004 by and among the Company, certain of its subsidiaries and the Trustee, as further supplemented by that certain Second Supplemental Indenture dated as of November 9, 2005 by and between the Company and the Trustee (as so supplemented, the "Indenture"). Exhibit B is a list of the holders of all of the outstanding Senior Subordinated Notes as of the date of this Agreement.

C. The Company has previously issued 43,097 units, each consisting of one share of Preferred Stock and one warrant to purchase 191.943 shares of Common Stock at an exercise price of $5.21 per share (collectively, the "Common Stock Warrants"), all of which shares of Preferred Stock and Common Stock Warrants are outstanding as of the date of this Agreement. The relative rights, preferences and limitations of the Preferred Stock are set forth in the Amendment to the Certificate of Designations of Preferred Stock filed with the Secretary of State of the State of Delaware on December 22, 2004 (the "Certificate of Designations"). The Common Stock Warrants were issued pursuant to that certain Amended and Restated Warrant Agreement dated as of August 22, 2002 by and between the Company and Mellon Investor Services LLC, as warrant agent (the "Warrant Agent"), as amended by that certain Amendment to Amended and Restated Warrant Agreement dated as of July 27, 2004 by and between the Company and the Warrant Agent (as so amended, the "Common Stock Warrant Agreement"). Exhibit C is a list of the holders of all of the outstanding shares of Preferred Stock and all of the outstanding Common Stock Warrants as of the date of this Agreement. Exhibit D is a list of the holders of outstanding shares of Preferred Stock and Common Stock Warrants as of the date of this Agreement who are not Investor Parties ("Non-Investor Party Securityholders").

D. On the date hereof, the Company, RAM Energy Resources, Inc., a Delaware corporation ("RAME"), and Ascent Acquisition Corp., a Delaware corporation and wholly owned subsidiary of RAME ("Merger Sub"), entered into that certain Agreement and Plan of Merger (the "Merger Agreement") pursuant to which RAME and the Company intend to enter into a business combination transaction by means of a merger (the "Merger") between Merger Sub and the Company in which Merger Sub will merge with and into the Company and the Company will be the surviving entity and a wholly owned subsidiary of RAME, through an exchange of all the issued and outstanding shares of capital stock of the Company and all of the outstanding Common Stock Warrants for $185,000,000 in cash (the "Cash Number"), $107,000,000 of value in shares of common stock, par value $0.0001 per share, of RAME (the "RAME Common Stock") based on the weighted average closing price per share of RAME Common Stock for the 10-trading day period ending on the third Business Day prior to the closing of the Merger, but in no event less than 20,000,000 shares or greater than 20,500,000 shares (the "Initial RAME Common Stock Number") and 6,200,000 warrants (the "Warrant Number"), each of which entitles the holder thereof to purchase one share of RAME Common Stock at an exercise price of $5.00 per share, exercisable on or before May 11, 2008, the terms of which shall be identical in all material respects with RAME's publicly traded warrants outstanding on the date hereof (the "RAME Warrants").

E. The Cash Number and the Initial RAME Common Stock Number are each subject to adjustment by the Adjustments (as defined below) pursuant to the terms and conditions set forth in the Merger Agreement.

F. In connection with the Merger, the Parties desire to effect a recapitalization (the "Recapitalization") of the Company pursuant to the terms and conditions of this Agreement.

G. To implement certain of the transactions contemplated by the Recapitalization, pursuant to the terms and conditions of this Agreement and the Merger Agreement: (i) RAME will deliver to the Senior Note Holders the amount in cash, and deliver to such holders the number of shares of RAME Common Stock, if any, that such holders are entitled to receive pursuant to this Agreement in payment of all Outstanding Senior Note Indebtedness, on the terms and conditions set forth in this Agreement and the Merger Agreement; (ii) RAME will deliver to the Senior Subordinated Note Holders the amount in cash, if any, and deliver to such holders the number of shares of RAME Common Stock and RAME Warrants, if any, that such holders are entitled to receive pursuant to this Agreement in payment of all Outstanding Senior Subordinated Note Indebtedness, on the terms and conditions set forth in this Agreement and the Merger Agreement, (iii) RAME will deliver to the Preferred Stockholders and the Non-Investor Party Securityholders the number of shares of RAME Common Stock and RAME Warrants, if any, that such holders are entitled to receive pursuant to this Agreement in payment of the Outstanding Accrued Preferred Stock Dividend Amount, on the terms and conditions set forth in this Agreement and the Merger Agreement, (iv) the Common Warrantholders will surrender all outstanding Common Stock Warrants held by such Common Warrantholders to the Company for cancellation, (v) the Preferred Stockholders will agree that the RAME Common Stock and RAME Warrants, if any, payable to such holders under this Agreement together with the Merger Consideration payable to such holders under the Merger Agreement constitute full satisfaction of all of the Company's obligations with respect to the Preferred Stock under the Certificate of Designations or otherwise, and (vi) each of the Preferred Stockholders and SLPH, in its capacity as a holder of Common Stock, will agree to execute and deliver, promptly following execution and delivery of the Merger Agreement by the parties thereto, a written consent approving the Merger Agreement and the transactions contemplated thereby. In addition, in connection with the Merger and the Recapitalization, the Company will merge (the "SLPH Merger") South Louisiana Property Holdings Acquisition Company, Inc., a Louisiana corporation and wholly owned subsidiary of the Company (the "SLPH Merger Sub"), with and into SLPH with SLPH surviving the merger as a wholly owned subsidiary of the Company pursuant to the terms and conditions of that certain Agreement and Plan of Merger dated as of June 30, 2006 (the "SLPH Merger Agreement") by and among the Company, SLPH and Merger Sub. Prior to the consummation of the SLPH Merger, the stockholders of SLPH intend to approve a reverse stock split of the common stock of SLPH and a corresponding repurchase in cash of fractional shares of such common stock (the "SLPH Reverse Stock Split").

AGREEMENT:

Now, therefore, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below). For purposes of this Agreement the following terms shall be defined as follows:

(a) "Adjusted Cash Number" means the Cash Number, as adjusted by the Adjustments pursuant to the Merger Agreement.

(b) "Adjusted RAME Common Stock Number" means the Initial RAME Common Stock Number, as adjusted by the Adjustments pursuant to the Merger Agreement.

(d) "Aggregate Closing Uses" means an amount (expressed in dollars) equal to the sum of (i) all Indebtedness to be paid or repaid by RAME in connection with the Merger pursuant to Section 1.6 of the Merger Agreement (whether payable in cash, shares of RAME Common Stock or RAME Warrants), (ii) the Outstanding Preferred Stock Face Amount, (iii) the amount of the Escrow Fund, and (iv) the amount of the Representative Fund. For the avoidance of doubt, the Indebtedness referred to in clause (i) shall include the Outstanding Senior Note Indebtedness, the Outstanding Senior Subordinated Note Indebtedness and the Outstanding Accrued Preferred Stock Dividend Amount.

(e) "Aggregate Closing Value" means an amount (expressed in dollars) equal to the sum of (i) the Adjusted Cash Number, (ii) the product of the Adjusted RAME Common Stock Number and the RAME Stock Price and (iii) the product of the Warrant Number and the RAME Warrant Price.

(f) "Aggregate Common Merger Consideration" means an amount of cash equal to the greater of (i) the positive difference, if any, between the Aggregate Closing Value and the Aggregate Closing Uses and (ii) the product of $0.01 and the Outstanding Company Common Stock Number.

(g) "Available Security Holder Cash Amount" means the positive difference between the Adjusted Cash Number and the sum of (i) the Aggregate Common Merger Consideration (including, for the avoidance of doubt, the Aggregate Company Warrant Consideration (as defined in the Merger Agreement), if any), (ii) the amount of the Escrow Fund, (iii) the amount of the Representative Fund, (iv) the sum of the Indebtedness payable in cash by RAME pursuant to the Merger Agreement (other than any Indebtedness payable to the Senior Note Holders, the Senior Subordinated Note Holders or the Preferred Stockholders in their capacities as such), and (v) the Aggregate Minimum Preferred Merger Consideration, if applicable.

(h) "Business Day" means any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York are authorized or obligated by law to close.

(i) "Outstanding Accrued Preferred Stock Dividend Amount" means the amount of all accrued but unpaid dividends outstanding as of the date immediately preceding the Recapitalization Closing on the shares of Preferred Stock outstanding immediately prior to the Recapitalization Closing.

(j) "Outstanding Preferred Stock Face Amount" means an amount equal to the product of (A) the positive difference between the Preferred Liquidation Amount (as defined in the Certificate of Designations) and the Outstanding Accrued Preferred Stock Dividend Amount and (B) the number of shares of Preferred Stock outstanding immediately prior to the Recapitalization Closing.

(k) "Outstanding Senior Note Indebtedness" means the outstanding principal amount of all Senior Notes immediately prior to the Recapitalization Closing plus all accrued but unpaid interest thereon as of the date immediately preceding the Recapitalization Closing.

(l) "Outstanding Senior Subordinated Note Indebtedness" means the outstanding principal amount of all Senior Subordinated Notes immediately prior to the Recapitalization Closing plus all accrued but unpaid interest thereon as of the date immediately preceding the Recapitalization Closing.

(m) "PIK Notes" means (A) when used with respect to the Senior Notes, the PIK Notes as defined in the Senior Note Purchase Agreement, and (B) when used with respect to the Senior Subordinated Notes, the PIK Notes as defined in the Indenture.

(n) "Preferred Stock Accrued Dividend Payoff Amount" means, (i) a number of shares of RAME Common Stock, deliverable out of the Adjusted RAME Common Stock Number, that is equal to the quotient obtained by dividing the amount of the Outstanding Accrued Preferred Stock Dividend Amount by the RAME Stock Price; provided, however, that such number of shares of RAME Common Stock shall not exceed the positive difference between (A) the Adjusted RAME Common Stock Number and (B) the sum of the Senior Note Holder Stock Number and the Senior Subordinated Note Holder Stock Number, and (ii) a number of RAME Warrants, deliverable out of the Warrant Number, that is equal to the quotient obtained by dividing (x) the amount of the Outstanding Accrued Preferred Stock Dividend Amount that is not satisfied in shares of RAME Common Stock pursuant to clause (i) by (y) the RAME Warrant Price; provided, however, that such number of RAME Warrants shall not exceed the positive difference between (A) the Warrant Number and (B) the Senior Subordinated Note Holder Warrant Number.

(o) "Pro Rata Share" means, (i) with respect to a holder of Senior Notes, the quotient (expressed as a percentage) obtained by dividing (A) the outstanding principal of all Senior Notes held by such holder immediately prior to the Recapitalization Closing plus all accrued but unpaid interest thereon as of the date immediately preceding the Recapitalization Closing by (B) the Outstanding Senior Note Indebtedness; (ii) with respect to a holder of Senior Subordinated Notes, the quotient (expressed as a percentage) obtained by dividing (A) the outstanding principal of all Senior Subordinated Notes held by such holder immediately prior to the Recapitalization Closing plus all accrued but unpaid interest thereon as of the date immediately preceding the Recapitalization Closing by (B) the Outstanding Senior Subordinated Note Indebtedness, and (iii) with respect to a Preferred Stockholder, the quotient (expressed as a percentage) obtained by dividing (A) the accrued but unpaid dividends outstanding as of the date immediately preceding the Recapitalization Closing on all shares of Preferred Stock held by such holder immediately prior to the Recapitalization Closing divided by (B) the Outstanding Accrued Preferred Stock Dividend Amount.

(p) "Publicly Traded RAME Warrants" means the warrants to purchase shares of RAME Common Stock at a purchase price of $5.00 per share which are quoted for trading on the Nasdaq Capital Market under the symbol "RAMEW."

(q) "RAME Stock Price" means the weighted (based on daily trading volume) average closing price per share of RAME Common Stock as reported by the Nasdaq Capital Market for the 10 trading day period ending on the third Business Day preceding the date of the Recapitalization Closing; provided, however, that if the sum of (i) the product of the Adjusted RAME Common Stock Number and the RAME Stock Price and (ii) the product of the Warrant Number and the RAME Warrant Price exceeds the sum of (A) the Outstanding Senior Note Indebtedness, (B) the Outstanding Senior Subordinated Note Indebtedness, (C) the Outstanding Accrued Preferred Stock Dividend Amount and (D) the Outstanding Preferred Stock Face Amount, then the RAME Stock Price shall be reduced such that the sum of (i) the product of the Adjusted RAME Common Stock Number and the RAME Stock Price and (ii) the product of the Warrant Number and the RAME Warrant Price equals the sum of (A) the Outstanding Senior Note Indebtedness, (B) the Outstanding Senior Subordinated Note Indebtedness, (C) the Outstanding Accrued Preferred Stock Dividend Amount and (D) the Outstanding Preferred Stock Face Amount.

(r) "RAME Warrant Price" means the weighted (based on daily trading volume) average closing price per Publicly Traded RAME Warrant as reported by the Nasdaq Capital Market for the 10 trading day period ending on the third Business Day preceding the date of the Recapitalization Closing.

(s) "Senior Note Holder Stock Number" means the number of shares of RAME Common Stock, if any, deliverable to the Senior Note Holders pursuant to this Agreement.

(t) "Senior Note Payoff Amount" means, (i) if the Available Security Holder Cash Amount is equal to or exceeds the Outstanding Senior Note Indebtedness, an amount in cash, payable out of the Available Security Holder Cash Amount, that is equal to the Outstanding Senior Note Indebtedness; and (ii) if the Available Security Holder Cash Amount is less than the Outstanding Senior Note Indebtedness, (A) an amount in cash, payable out of the Available Security Holder Cash Amount, that is equal to the Available Security Holder Cash Amount, and (B) a number of shares of RAME Common Stock, deliverable out of the Adjusted RAME Common Stock Number, that is equal to the quotient obtained by dividing (x) the amount of the Outstanding Senior Note Indebtedness that is not satisfied in cash pursuant to clause (ii)(A) by (y) the RAME Stock Price; provided, however, that such number of shares of RAME Common Stock shall not exceed the Adjusted RAME Common Stock Number.

(u) "Senior Subordinated Note Holder Stock Number" means the number of shares of RAME Common Stock deliverable to the Senior Subordinated Note Holders pursuant to this Agreement.

(v) "Senior Subordinated Note Holder Warrant Number" means the number of RAME Warrants, if any, deliverable to the Senior Subordinated Note Holders pursuant to this Agreement.

(w) "Senior Subordinated Note Payoff Amount" means, (i) an amount in cash, payable out of the Available Security Holder Cash Amount, that is equal to the positive difference, if any, between the Available Security Holder Cash Amount and the amount of cash payable to the Senior Note Holders pursuant to this Agreement, (ii) a number of shares of RAME Common Stock, deliverable out of the Adjusted RAME Common Stock Number, that is equal to the quotient obtained by dividing the amount of the Outstanding Senior Subordinated Note Indebtedness that is not satisfied in cash pursuant to clause (i) by the RAME Stock Price; provided, however, that such number of shares of RAME Common Stock shall not exceed the positive difference between the Adjusted RAME Common Stock Number and the Senior Note Holder Stock Number, and (C) a number of RAME Warrants, deliverable out of the Warrant Number, that is equal to the quotient obtained by dividing (x) the amount of the Outstanding Senior Subordinated Note Indebtedness that is not satisfied in cash or shares of RAME Common Stock pursuant to clause (i) or (ii) by (y) the RAME Warrant Price; provided, however, that such number of RAME Warrants shall not exceed the Warrant Number.

(x) "Tax Burden Adjustment" means the tax burden adjustment described in Section 5.4 of the Merger Agreement.

ARTICLE II
RECAPITALIZATION

2.1 Senior Notes.

(a) At or prior to the Recapitalization Closing, notwithstanding anything to the contrary in the Senior Note Purchase Agreement, each Senior Note Holder will deliver to the Company all Senior Notes then held by such Senior Note Holder in exchange for such holder's Pro Rata Share of the cash and RAME Common Stock (if any) included in the Senior Note Holder Payoff Amount. The Senior Note Payoff Amount will be paid and delivered to the Senior Note Holders pursuant to the terms and conditions of the Merger Agreement.

(b) Each Senior Note Holder hereby waives compliance by the Company with any term, covenant, default, event of default, provision or condition of the Senior Note Purchase Agreement that would conflict with, be violated by or occur by reason of the consummation of the Merger, the SLPH Merger, the Recapitalization or the transactions contemplated by this Agreement or the Merger Agreement.

(c) As soon as practicable after the execution and delivery of this Agreement, the Company will deliver to each record holder of Senior Notes a letter of transmittal and instructions for effecting the surrender of such Senior Notes pursuant to this Agreement and the Merger Agreement. Notwithstanding anything to the contrary in the Senior Note Purchase Agreement, interest will cease to accrue on the Senior Subordinated Notes as of the date immediately preceding the Recapitalization Closing if the transactions contemplated by this Agreement are consummated.

(d) The Senior Notes were issued with an aggregate of 3,000 warrants to purchase shares of Preferred Stock (the "Preferred Warrants"), all of which warrants were exercised on a cashless, net-exercise basis prior to their expiration. If the transactions contemplated by this Agreement are consummated, then effective as of the Recapitalization Closing, each Senior Note Holder hereby waives any cash payment in lieu of fractional shares that may be then due and owing to such Senior Note Holder by the Company pursuant to the exercise by such Senior Note Holder of the Preferred Warrants held by such Senior Note Holder prior to the expiration date thereof.

2.2 Senior Subordinated Notes.

(a) At or prior to the Recapitalization Closing, notwithstanding anything to the contrary in the Indenture, each Senior Subordinated Note Holder will deliver all Senior Subordinated Notes then held by such Senior Subordinated Note Holder in exchange for such holder's Pro Rata Share of the cash (if any), RAME Common Stock and RAME Warrants (if any) comprising the Senior Subordinated Note Holder Payoff Amount to either (i) the designated depositary through the facilities of DTC by instructing its DTC participant or participants not later than the close of business on the second Business Day prior to the Recapitalization Closing to tender such Senior Subordinated Notes electronically through the Automated Tender Offer Program instituted by DTC or (ii) the Company (but only if the Senior Subordinated Notes are represented by Definitive Notes (as defined in the Indenture)). The Senior Subordinated Note Payoff Amount will be paid and delivered to the Senior Subordinated Note Holders pursuant to the terms and conditions of the Merger Agreement.

(b) Each Senior Subordinated Note Holder hereby waives compliance by the Company with any term, covenant, default, event of default, provision or condition of the Indenture that would conflict with, be violated by or occur by reason of the consummation of the Merger, the SLPH Merger, the Recapitalization or the transactions contemplated by this Agreement or the Merger Agreement.

(c) As soon as practicable after the execution and delivery of this Agreement, the Company will deliver to each record holder of Senior Subordinated Notes instructions for effecting the surrender of such Senior Subordinated Notes pursuant to this Agreement and the Merger Agreement. Notwithstanding anything to the contrary in the Indenture, interest will cease to accrue on the Senior Subordinated Notes as of the date immediately preceding the Recapitalization Closing if the transactions contemplated by this Agreement are consummated.

(d) The Senior Subordinated Note Holders hereby agree that at any time prior to the Recapitalization Closing, the Company shall be entitled, upon delivery of an authentication order in accordance with Section 2.02 of the Indenture to the trustee under the Indenture (the "Trustee"), to exchange all Global Notes (as defined in the Indenture) representing all then outstanding principal plus accrued but unpaid interest on the Senior Subordinated Notes for Definitive Notes (as defined in the Indenture) in an aggregate amount equal to such outstanding principal plus accrued but unpaid interest. Definitive Notes issued in exchange for beneficial interests in Global Notes shall be registered in such names and in such denominations as the Senior Subordinated Note Holders shall instruct the Company shall be delivered to the persons in whose names such Definitive Notes are registered. As soon as practicable after any such exchange, the Company will deliver to the holders of such Definitive Notes a letter of transmittal and instructions for effecting the surrender of such Definitive Notes pursuant to this Agreement and the Merger Agreement. In addition, the Company shall be entitled, upon delivery of an authentication order in accordance with Section 2.02 of the Indenture to the Trustee, to issue any PIK Notes required to be issued prior to the Recapitalization Closing in the form of Definitive Notes.

2.3 Preferred Stock; Consent of Preferred Stockholders and SLPH; Common Stock Warrants.

(a) At or prior to the Recapitalization Closing, notwithstanding anything to the contrary in the Certificate of Designations, each Preferred Stockholder will tender to the Company all shares of Preferred Stock then held by such Preferred Stockholder in exchange for (i) such holder's Pro Rata Share of the RAME Common Stock (if any) and RAME Warrants (if any) included in the Preferred Stock Accrued Dividend Payoff Amount and (ii) the Merger Consideration payable to such holder pursuant to the Merger Agreement. Each Non-Investor Party Securityholder shall be entitled to receive in exchange for its shares of Preferred Stock (i) such holder's Pro Rata Share of the RAME Common Stock (if any) and RAME Warrants (if any) and (ii) the Merger Consideration payable to such holder pursuant to the Merger Agreement, all in accordance with the Merger Agreement. The Preferred Stock Accrued Dividend Payoff Amount and the Merger Consideration payable to the Preferred Stockholders and the Non-Investor Party Securityholders pursuant to the Merger Agreement will be paid and delivered to the Preferred Stockholders and the Non-Investor Party Securityholders pursuant to the terms and conditions of the Merger Agreement.

(b) Each Preferred Stockholder hereby agrees that the Preferred Stock Accrued Dividend Payoff Amount, together with the Merger Consideration payable to the holders of Preferred Stock pursuant to the Merger Agreement, shall constitute full satisfaction by the Company of all obligations of the Company with respect to all shares of Preferred Stock outstanding and owned of record by such holder immediately prior to the Effective Time of the Merger, whether pursuant to the Certificate of Designations or otherwise. Each Preferred Stockholder hereby waives compliance by the Company with any term, covenant, default, event of default, provision or condition of the Certificate of Designations that would conflict with, be violated by or occur by reason of the consummation of the Merger, the SLPH Merger, the Recapitalization or the transactions contemplated by this Agreement or the Merger Agreement. Each Preferred Stockholder further agrees that each share of Company Preferred Stock redeemed by the Company after the date hereof and prior to the Recapitalization Closing shall be entitled to receive only the Preferred Stock Accrued Dividend Payoff Amount and the Merger Consideration, in each case payable with respect to such share of Company Preferred Stock.

(c) As soon as practicable after the execution and delivery of this Agreement, the Company will deliver to each record holder of Preferred Stock a letter of transmittal and instructions for effecting the surrender of such shares of Preferred Stock pursuant to this Agreement and the Merger Agreement and a certification of non-foreign status which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) (a "Non-Foreign Affidavit"). Notwithstanding anything to the contrary in the Certificate of Designations, dividends will cease to accrue on the Preferred Stock as of the date immediately preceding the Recapitalization Closing if the transactions contemplated by this Agreement are consummated.

(d) The Company and each Common Warrantholder hereby agrees to execute and deliver to the Company, promptly following the execution and delivery of the Merger Agreement by the parties thereto, an amendment to the Common Stock Warrant Agreement in the form attached hereto as Exhibit E providing for the conversion of the Common Stock Warrants and the termination of the Common Stock Warrant Agreement in connection with the Merger (the "Common Stock Warrant Agreement Amendment"). The Company and the Common Warrantholders agree to seek the consent of the Warrant Agent to the Common Stock Warrant Agreement Amendment. Each Common Warrantholder hereby waives compliance by the Company with any term, covenant, default, event of default, provision or condition of the Common Stock Warrant Agreement that would conflict with, be violated by or occur by reason of the consummation of the Merger, the SLPH Merger, the Recapitalization or the transactions contemplated by this Agreement or the Merger Agreement.

(e) Each Preferred Stockholder hereby agrees to execute and deliver to the Company, promptly following the execution and delivery of the Merger Agreement by the parties thereto, a written consent of Preferred Stockholders, in accordance with Section 228 of the Delaware General Corporation Law, (i) adopting the Merger Agreement and (ii) adopting an amendment to the Certificate of Designations in the form attached hereto as Exhibit F providing that, among other things, the provisions of Section 8 and Section 9 of the Certificate of Designations do not apply to the transactions contemplated by this Agreement or the Merger Agreement (the "Certificate Amendment").

(f) SLPH, in its capacity as the holder of not less than a majority of the outstanding shares of Common Stock, hereby agrees to execute and deliver to the Company, promptly following the execution and delivery of the Merger Agreement by the parties thereto, a written consent of the holders of Common Stock, in accordance with Section 228 of the Delaware General Corporation Law, adopting the Merger Agreement and the Certificate Amendment.

(g) In furtherance of the foregoing, each of the Preferred Stockholders, each of the Common Warrantholders and SLPH irrevocably makes, constitutes and appoints Terry W. Carter and Stuart B. Katz, acting individually or collectively, as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to and record the stockholder consents described in this Section 2.3 and the Common Stock Warrant Agreement Amendment, as applicable. With respect to each of the Preferred Stockholders, each of the Common Warrantholders and SLPH, the foregoing power of attorney (i) is coupled with an interest, shall be irrevocable and shall survive the incapacity or bankruptcy of such Preferred Stockholder, Common Warrantholder or SLPH and (ii) shall survive the disposition by such Preferred Stockholder, Common Warrantholder or SLPH of all or any portion of the equity securities of the Company held by such Preferred Stockholder, Common Warrantholder or SLPH, as the case may be.

(h) Each Preferred Stockholder that is also a Senior Note Holder or a Senior Subordinated Note Holder will, if such holder so qualifies, furnish to RAME at or prior to the Recapitalization Closing a Non-Foreign Affidavit. With respect to any such Preferred Stockholder that does not furnish to RAME a Non-Foreign Affidavit at or prior to the Recapitalization Closing (a "Non-Certifying Holder"), at the Closing under the Merger Agreement RAME will withhold for Federal income tax purposes an amount of cash equal to 10% of the sum of (i) any cash, and (ii) the value (determined pursuant to the terms of this Agreement) of the RAME Common Stock and RAME Warrants to be received by such Non-Certifying Holder with respect to Preferred Stock pursuant to the terms of this Agreement or the Merger Agreement. The amount so withheld may be deducted from any cash payment due such Non-Certifying Holder, whether as payment under the Senior Notes, the Senior Subordinated Notes or with respect to Preferred Stock. Notwithstanding the foregoing, RAME may treat as a Non-Certifying Holder any holder who furnishes a Non-Foreign Affidavit which RAME knows or reasonably believes, based upon receipt of notice pursuant to Treasury Regulation Section 1.1445-4, to be false.

2.4 Restrictions on Transfer. Prior to any proposed transfer (whether by sale, assignment, pledge or otherwise) of debt or equity securities of the Company at any time prior to the Recapitalization Closing and as long as this Agreement has not been terminated, the proposed transferor (the "Transferor") will give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail and shall be accompanied by a written opinion of legal counsel who shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the securities in question may be effected without registration under the Securities Act. Any such legal opinion must be reasonably satisfactory to the Company and must state that it may also be relied upon by the Company and any transfer agent or stock exchange. As a condition to the transfer, the Company may also require a certificate of the Transferor that certifies as to matters that assist the Company in establishing compliance with securities laws at the time of the proposed transfer and at the Recapitalization Closing. Upon compliance with the terms of this Section 2.4 to the satisfaction of the Company, the Transferor shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the Transferor to the Company; provided, however, that the Transferor shall, prior to any transfer, cause any transferee of the Company's debt or equity securities to enter into an agreement with the Company that the transferee will take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. Each certificate or book-entry notation evidencing the Company's debt or equity securities so transferred shall bear or be subject to an appropriate restrictive legend reasonably deemed appropriate by the Company, including any appropriate legend relating to the restrictions and obligations hereunder. Without limiting the generality of any other provision hereof, the provisions of this Section 2.4 and Section 2.6 shall be binding on successive transferees. Any sale or transfer, or purported sale or transfer, of the Company's debt or equity securities shall be null and void, and the Company shall have no obligation to effect any transfer, unless the terms, conditions and provisions of this Section 2.4 are strictly observed and followed or are waived by the Company. The Company may issue stop transfer instructions to any transfer agent or registrar for the Company's debt or equity securities in order to implement any restriction on transfer contemplated hereby.

2.5 Support of the Recapitalization and Merger. As long as the Merger Agreement has not been terminated, no Party hereto will (i) object to or otherwise commence any proceeding to oppose or alter any of the documents to be executed or implemented in connection with the Recapitalization in any way inconsistent with this Agreement, or (ii) take any other action not required by law that is inconsistent with, or that would materially delay the commencement or consummation of the Merger or any of the transactions contemplated by the Merger Agreement or consummation of any portion of the Recapitalization; provided, however, that nothing in this Section 2.5 shall prevent any Party from exercising its rights under any provision of this Agreement.

2.6 Appointment of Nominees. Effective immediately prior to the record date of the SLPH Reverse Stock Split, each Investor Party that owns beneficially or of record shares of common stock, $.001 par value per share, of SLPH ("SLPH Common Stock") hereby appoints, and agrees to cause its affiliates that own shares of SLPH Common Stock beneficially or of record to appoint, a single nominee as the record holder of all shares of SLPH Common Stock held beneficially or of record by such Investor Party and its affiliates in accordance with this Section 2.6. SLPH and the Company shall be entitled to recognize for all purposes, including, without limitation, the SLPH Reverse Stock Split and the SLPH Merger, each such nominee as the record holder of the shares of SLPH Common Stock designated by the Investor Parties to be held of record by such nominees. Pursuant to this Section 2.6, (i) Jefferies & Company, Inc. and Jefferies High Yield Trading, L.L.C. (collectively, "JEFCO") hereby appoint Jefferies & Company, Inc. as the nominee for such persons and their respective affiliates pursuant to this Section 2.6, (ii) Shared Opportunity Fund IIB, L.L.C. and TCW Shared Opportunity Fund III, L.P. (collectively, "The TCW Funds") hereby appoint Shared Opportunity Fund IIB, L.L.C. as the nominee for such persons and their respective affiliates pursuant to this Section 2.6; (iii) ING Furman Selz Investors III L.P., ING Barings U.S. Leveraged Equity Plan LLC and ING Barings Global Leveraged Equity Plan Ltd. (collectively "Jefferies Capital Partners") hereby appoint ING Furman Selz Investors III, L.P. as the nominee for such persons and their respective affiliates pursuant to this Section 2.6; and (iv) W Capital Partners West LLC hereby appoints W Capital Partners West LLC as the nominee for it and its affiliates pursuant to this Section 2.6.

2.7 Registration Rights. At the Recapitalization Closing, RAME will enter into a registration rights agreement with certain of the holders of the RAME Common Stock and RAME Warrants issued pursuant to this Agreement and the Merger Agreement in the form attached as an exhibit to the Merger Agreement.

2.8 Termination of Agreements.

(a) Concurrently with the execution and delivery of this Agreement by the Parties hereto, that certain Recapitalization Agreement dated as of September 20, 2006 by and among SLPH, the Company and the other parties thereto, as amended by that certain Amendment No. 1 dated as of February 5, 2007, shall automatically terminate and thereafter be of no further force or effect.

(b) If the transactions contemplated by this Agreement are consummated, the Parties hereby agree that the following agreements shall automatically terminate at the Recapitalization Closing and shall thereafter be of no further force or effect: (i) that certain Shareholders' Agreement dated as of August 22, 2002 by and among the Company, SLPH and the shareholders of the Company party thereto, (ii) that certain Registration Rights Agreement dated as of July 27, 2001 by and among the Company and the other parties thereto, as amended by that certain First Amendment dated as of August 22, 2002 by and among the Company and the other parties thereto, (iii) that certain Stockholders Agreement dated as of January 14, 2000 by and among SLPH and the shareholders of SLPH party thereto, (iv) that certain Registration Rights Agreement dated as of January 14, 2000 by and among SLPH and the other parties thereto, (v) the Senior Note Purchase Agreement, (vi) subject to obtaining the consent of the Warrant Agent to the Common Stock Warrant Agreement Amendment (which consent will be requested by the applicable parties thereto), the Common Stock Warrant Agreement, and (vii) subject to obtaining the consent of the Trustee (which consent will be requested by the applicable parties thereto), the Indenture.

2.9 Representative. By virtue of the execution and delivery of this Agreement by the Senior Subordinated Note Holders, FS Private Investments III LLC shall be deemed approved and appointed by such holders as the "Representative" under this Agreement, the Merger Agreement and the Escrow Agreement (the "Representative"), shall be constituted and appointed as agent and attorney-in-fact for and on behalf of each such holder and shall be deemed to be bound by the terms and conditions of the Representative Agreement. The Representative shall have full power and authority to represent such holders and their successors with respect to all matters arising under the Escrow Agreement, the Merger Agreement and, after the Recapitalization Closing, this Agreement in accordance with the Representative Agreement, and all actions taken by the Representative under such agreements shall be binding upon all such holders and their successors as if expressly confirmed and ratified in writing by each of them, including resolving all claims relating to the Escrow Fund.

2.10 Settlement Statement. Not later than 12:00 p.m. on the second Business Day preceding the Recapitalization Closing Date, each of the Investor Parties shall execute and deliver to such other Investor Parties, the Company and RAME a settlement statement (the "Settlement Statement") setting forth (i) the agreed upon amount of cash (if any), number of shares of RAME Common Stock (if any) and number of RAME Warrants (if any) to be received by each such Investor Party (and each Non-Investor Party Securityholder) at the Recapitalization Closing and in connection with the Closing under the Merger Agreement pursuant to this Agreement and the Merger Agreement, and (ii) a description and the amount of all expenses, fees and costs to which such Investor Party is entitled to receive reimbursement in accordance with Section 6.5(a), which amounts shall constitute Indebtedness for purposes of this Agreement and the Merger Agreement. Illustrative examples of the allocations of cash, RAME Common Stock and RAME Warrants to be received by the Investor Parties pursuant to this Agreement and the Merger Agreement, based on the various assumptions set forth therein, are attached to this Agreement as Schedule 2.10. The Parties agree that such examples are not binding on the Parties but are merely intended to illustrate the application of the provisions of this Agreement and the Merger Agreement, in each case based on the assumed amounts of outstanding securities of the Company, the assumed amount of outstanding Indebtedness, an assumed RAME Stock Price and RAME Warrant Price and the assumed date of the Recapitalization Closing, all as set forth in such examples.

2.11 Cross Receipts. Upon receipt by each Investor Party of the cash (if any) RAME Common Stock (if any) and RAME Warrants (if any) such Investor Party is entitled to receive at the Recapitalization Closing from RAME pursuant to this Agreement (as set forth on the Settlement Statement) and at the Closing under the Merger Agreement (including, if applicable, the depositing by RAME into the Escrow Fund or the Representative Fund of a portion of the cash such Investor Party otherwise would receive at such closings), such Investor Party shall execute and deliver to the Company and RAME at the Recapitalization Closing an acknowledgement and cross-receipt (each, a "Cross-Receipt") stating that (i) such Investor Party has received payment in full of such Investor Party's Pro Rata Share, if any, of the Senior Note Holder Payoff Amount, the Senior Subordinated Note Holder Payoff Amount and the Preferred Stock Accrued Dividend Payoff Amount, as applicable, (ii) such Investor Party has received payment in full of all other Indebtedness (as set forth on the Settlement Statement) owed to such Investor Party by the Company and the Company Subsidiaries, (iii) in the case of an Investor Party that is a Senior Note Holder, all obligations of the Company to such Investor Party of every nature whatsoever arising under or relating to the Senior Notes, the Senior Note Purchase Agreement or otherwise have been paid and discharged in full and that all rights of such Investor Party of every nature whatsoever arising under or relating to the Senior Notes and the Senior Note Purchase Agreement are released and relinquished in full, except as otherwise expressly provided in this Agreement, the Merger Agreement or the Escrow Agreement, (iv) in the case of an Investor Party that is a Senior Subordinated Note Holder, all obligations of the Company to such Investor Party of every nature whatsoever arising under or relating to the Senior Subordinated Notes, the Indenture or otherwise have been paid and discharged in full and that all rights of such Investor Party of every nature whatsoever arising under or relating to the Senior Subordinated Notes and the Indenture are released and relinquished in full, except as otherwise expressly provided in this Agreement, the Merger Agreement or the Escrow Agreement, and (v) in the case of an Investor Party that is a Preferred Stockholder, all obligations of the Company to such Investor Party of every nature whatsoever arising under or relating to the Preferred Stock, the Certificate of Designations or otherwise have been paid and discharged in full and that all rights of such Investor Party of every nature whatsoever arising under or relating to the Preferred Stock and the Certificate of Designations are released and relinquished in full, except as otherwise expressly provided in this Agreement, the Merger Agreement or the Escrow Agreement. Upon receipt of such Cross-Receipts by the Company, the Company shall mark all Senior Notes and all Senior Subordinated Notes "paid" and "cancelled."

2.12 Escrow. Notwithstanding anything to the contrary in this Agreement, if the sum of the cash, the RAME Common Stock (valued at the RAME Stock Price) and the RAME Warrants (valued at the RAME Warrant Price) delivered to the Senior Subordinated Note Holders at the Recapitalization Closing pursuant to this Agreement and the Merger Agreement is less than the Outstanding Senior Subordinated Note Indebtedness (such difference, the "Senior Subordinated Note Holder Shortfall Amount"), then each Person that was a Senior Subordinated Note Holder as of the Recapitalization Closing shall be entitled to its Pro Rata Share of all distributions, if any, from the Escrow Fund and the Representative Fund until such Persons have received an aggregate amount of distributions equal to the Senior Subordinated Note Holder Shortfall Amount. Notwithstanding anything to the contrary in this Agreement, if the sum of the RAME Common Stock (valued at the RAME Stock Price) and the RAME Warrants (valued at the RAME Warrant Price) delivered to the Preferred Stockholders at the Recapitalization Closing pursuant to this Agreement and the Merger Agreement is less than the sum of the Preferred Stock Accrued Dividend Payoff Amount (such difference, the "Preferred Stock Accrued Dividend Shortfall Amount"), then, after the Senior Subordinated Note Holder Shortfall Amount has been satisfied in full, each Person that was a Preferred Stockholder as of the Recapitalization Closing shall be entitled to its Pro Rata Share of all distributions, if any, from the Escrow Fund and the Representative Fund until such Persons have received an aggregate amount of distributions equal to the Preferred Stock Accrued Dividend Shortfall Amount. Notwithstanding anything to the contrary in this Agreement, if the sum of the cash, the RAME Common Stock (valued at the RAME Stock Price) and the RAME Warrants (valued at the RAME Warrant Price) delivered to the Preferred Stockholders in connection with the Merger pursuant to the Merger Agreement is less than the Outstanding Preferred Stock Face Amount (such difference, the "Preferred Stock Face Shortfall Amount"), then, after the Senior Subordinated Note Holder Shortfall Amount and the Preferred Stock Accrued Dividend Shortfall Amount have been satisfied in full, each Person that was a Preferred Stockholder immediately prior to the Effective Time of the Merger shall be entitled to all distributions, if any, from the Escrow Fund and the Representative Fund, pro rata based on the number of shares of Preferred Stock held by such Persons immediately prior to the Effective Time of the Merger, until such Persons have received an aggregate amount of distributions equal to the Preferred Stock Face Shortfall Amount. All distributions, if any, from the Escrow Fund and the Representative Fund after the satisfaction in full of the Senior Subordinated Note Holder Shortfall Amount, the Preferred Stock Accrued Dividend Shortfall Amount and the Preferred Stock Face Shortfall Amount, shall be made to the Persons that were the holders of Common Stock immediately prior to the Effective Time of the Merger (including holders of Common Stock deemed to be outstanding immediately prior to the Effective Time of the Merger pursuant to Section 1.5(g)(iii) of the Merger Agreement), pro rata based on the number of shares of Common Stock held by such Persons immediately prior to the Effective Time of the Merger. For the avoidance of doubt, any amounts delivered to the Representative or the Representative Fund pursuant to Section 6.7(d) of the Merger Agreement (relating to forfeited retention bonuses) shall be distributed in accordance with this Section 2.12.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company Parties. Each Company Party hereby represents and warrants to the Investor Parties as follows:

(a) Such Company Party is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Such Company Party has all requisite corporate power and authority to execute and deliver this Agreement. The execution and delivery by such Company Party of this Agreement and the performance by such Company Party of its obligations hereunder have been duly authorized by all necessary corporate action on the part of such Company Party and do not and will not contravene any provision of law, statute, rule or regulation to which the Company is subject or such Company Party's organizational documents, as amended.

(b) This Agreement constitutes valid and binding obligations of such Company Party, enforceable against such Company Party in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

(c) Each Company Party acknowledges and agrees that the foregoing representations are true as of the date hereof and as of the time of the Recapitalization Closing.

3.2 Representations and Warranties of the Investor Parties. Each Investor Party hereby represents and warrants, as to itself, to each other Party and for the benefit of RAME under the Merger Agreement as follows:

(a) If not an individual, the Investor Party is an entity duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite power and authority to execute and deliver this Agreement. If an individual, the Investor Party has all requisite right, capacity, power and authority to execute and deliver this Agreement. The execution and delivery by the Investor Party of this Agreement and the performance by the Investor Party of its obligations hereunder have been duly authorized by all necessary action on the part of the Investor Party.

(b) This Agreement constitutes valid and binding obligations of the Investor Party, enforceable against the Investor Party in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

(c) The Investor Party has experience in analyzing and investing in companies like RAME and is capable of evaluating the merits and risks of the Investor Party's investment in RAME as a corporation. To the extent necessary, the Investor Party has retained and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of the Recapitalization and the Merger, or any part thereof, and owning the shares of RAME Common Stock and the RAME Warrants, if any (collectively, the "RAME Securities"), the Investor Party will receive pursuant to the Recapitalization and the Merger, it being understood that the Company has not retained legal or financial advisors on behalf of the Investor Party.

(d) If acquiring RAME Securities, the Investor Party is an "accredited investor" as defined in Rule 501 promulgated under the Securities Act, is able to bear the economic risk of such Investor Party's investment in the RAME Securities for an indefinite period of time and has sufficient net worth to sustain a loss of such Investor Party's entire investment in the RAME Securities without economic hardship if such loss should occur.

(e) If acquiring RAME Securities, the Investor Party is not participating in the Recapitalization or the Merger as a result of or after any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting.

(f) If acquiring RAME Securities, the Investor Party has had an opportunity to discuss RAME's business, management and financial affairs with the members of RAME management and has had the opportunity to review RAME's facilities. Such Investor Party has also had an opportunity to ask questions of the officers of RAME, which questions were answered to such Investor Party's satisfaction. Such Investor Party acknowledges that such Investor Party is familiar with all aspects of RAME's business.

(g) Except as set forth in this Agreement or the Merger Agreement, the Investor Party has received no representations or warranties from RAME or the Company or any of their respective employees, affiliates, attorneys, accountants or agents with respect to the Merger and the transactions contemplated by this Agreement. Such Investor Party acknowledges that the Merger Agreement has been provided to such Investor Party as an exhibit hereto.

(h) If acquiring RAME Securities, the Investor Party is acquiring the RAME Securities to be issued in the Recapitalization and/or the Merger solely for investment for such Investor Party's own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Such Investor Party understands that the shares of RAME Securities to be issued in the Recapitalization and the Merger have not been registered under the Securities Act or applicable state and other securities laws by reason of the exemptions from the registration provided by Section 4(2) of the Securities Act and applicable state and other securities laws.

(i) If acquiring RAME Securities, the Investor Party acknowledges and understands that such Investor Party must bear the economic risk of such Investor Party's investment in the RAME Securities for an indefinite period of time because the RAME Securities must be held indefinitely unless the offering thereof is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

(j) If acquiring RAME Securities, the Investor Party is aware of the current provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the issuer of the securities, the resale occurring not less than one year after a party has purchased from an issuer or its affiliate and paid the full purchase price for the securities to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of securities being sold during any three-month period not exceeding specified limitations. Such Investor Party understands that any transfer agent or registrar of RAME will be issued stop-transfer instructions with respect to the RAME Securities unless such transfer is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

(k) Each Investor Party is the beneficial owner of the securities of the Company set forth below its name on the signature pages of this Agreement, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and any applicable state securities laws) and any Liens which would interfere with the consummation of the Recapitalization or the Merger (it being acknowledged and agreed that a permitted transfer made pursuant to Section 2.4 shall not be deemed to be a restriction on transfer with respect to the representations and warranties made by an Investor Party in this Section 3.2(k)).

(l) The Investor Party acknowledges and agrees that the foregoing representations are true as of the date hereof and as of the time of the Recapitalization Closing and as of the Effective Time.

ARTICLE IV
CONDITIONS

4.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Recapitalization is subject to the satisfaction or waiver on or prior to the Recapitalization Closing Date (as defined below) of the following conditions:

(a) The consummation of the Merger and the other transactions contemplated by the Merger Agreement shall occur concurrently with the consummation of the Recapitalization.

(b) The SLPH Merger shall have occurred or shall occur concurrently with the consummation of the Recapitalization.

(c) All of the outstanding Senior Notes shall have been validly tendered to the Company in accordance with the terms of this Agreement.

(d) All of the outstanding Senior Subordinated Notes shall have been validly tendered to the designated depositary through the facilities of DTC or to the Company in accordance with the terms of this Agreement.

(e) All of the certificates representing outstanding shares of Preferred Stock held by the Preferred Stockholders shall have been validly tendered to the Company in accordance with the terms of this Agreement.

(f) The Common Stock Warrant Agreement Amendment shall have been executed and delivered by the Company, the Common Warrantholders and the Warrant Agent.

(g) Each of the Parties hereto shall have complied in all material respects with each of the covenants and agreements contained in this Agreement to be fulfilled or performed by it on or before the Recapitalization Closing Date.

(h) The representations and warranties made by each of the Parties hereto in this Agreement shall be true and correct as if made on and as of the Recapitalization Closing Date.

Any waiver of a condition under this Section 4.1 must be in writing and executed by the Company, the holders of not less than a majority of the outstanding Senior Subordinated Notes held by JEFCO and the holders of not less than a majority of the outstanding Senior Subordinated Notes held by Senior Subordinated Note Holders other than JEFCO. If the Recapitalization Closing occurs, each Party will be deemed to have waived any other Party's failure to comply with the conditions to be performed by that Party.

ARTICLE V
CLOSING

5.1 Time and Place. The closing of the Recapitalization (the "Recapitalization Closing") will take place at the offices of Vinson & Elkins L.L.P., 2500 First City Tower, 1001 Fannin Street, Houston, Texas 77002, immediately prior to or contemporaneously with the Closing under the Merger Agreement.

5.2 Deliveries by Investor Parties. At the Recapitalization Closing, each Investor Party will, as applicable:

(a) deliver to the Company the Senior Notes and letter of transmittal required to be delivered by it pursuant to Section 2.1 of this Agreement;

(b) deliver to the Trustee or the Company the Senior Subordinated Notes and letter of transmittal required to be delivered by it pursuant to Section 2.2 of this Agreement;

(c) deliver to the Company the certificates representing the Preferred Stock required to be delivered by it pursuant to Section 2.3(a) of this Agreement;

(d) deliver to the Company the Common Stock Warrant Agreement Amendment required to be delivered by it pursuant to Section 2.3(d) of this Agreement;

(e) deliver to the Company the Cross-Receipt required to be delivered by it pursuant to Section 2.11 of this Agreement;

(f) deliver to the Company or SLPH any documentation reasonably requested to be delivered in connection with the Recapitalization; and

(g) deliver to the Company and RAME a Non-Foreign Affidavit if such Investor Party is a Preferred Stockholder and a non-foreign person.

5.3 Deliveries by the Company. At the Recapitalization Closing, the Company will deliver to each Investor Party the Common Stock Warrant Agreement Amendment and any other documentation reasonably requested to be delivered in connection with the Recapitalization.

ARTICLE VI
MISCELLANEOUS

6.1 No Securities Transactions. From and after the date hereof until the earlier of the Effective Time or the termination of the Merger Agreement pursuant to Article VIII thereof, each of the Senior Note Holders and the Senior Subordinated Note Holders shall not, directly or indirectly, engage in any transactions involving the securities of RAME solely for its own account as principal.

6.2 Termination; Continued Effectiveness of Certain Provisions.

(a) This Agreement shall terminate upon the earlier to occur of (i) the consummation of the Merger and (ii) the termination of the Merger Agreement. Upon termination of this Agreement pursuant to Section 6.2(a)(ii), the waivers set forth in Article II shall be of no further force or effect.

(b) Notwithstanding any termination of this Agreement, the provisions of Sections 6.2 through 6.13, Section 6.15 and Section 6.18 shall survive such termination without limitation.

6.3 Notices. All notices, requests and other communications required or permitted hereunder to be given to or made upon any Party hereto shall be in writing addressed as set forth in Annex I and shall be considered properly given (a) if delivered in person; (b) if sent by an express courier delivery service which provides signed acknowledgments of receipt; (c) if deposited in the US. certified or registered first class mail, postage prepaid, return receipt requested or (d) if transmitted by telecopier (upon receipt by sender thereof of evidence that a complete transmission of such telecopy was made to the recipient thereof) and, in the case of telecopier transmission, confirmed by (i) telephone contemporaneously to the person entitled to receive such notice or to such person's secretary, and (ii) dispatching a copy of such notice by the methods described in clause (a), (b) and (c) above. All notices shall be effective upon receipt. For the purposes of notice, the addresses of the Parties shall be as set forth in Annex I; provided, however, that any Party shall have the right to change its address for notice hereunder to any other location by giving not less than 30 days' notice to the other Parties in the manner set forth above.

6.4 Amendments and Waivers.

(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company, the holders of not less than a majority of the outstanding Senior Notes and the holders of not less than a majority of the outstanding Senior Subordinated Notes; provided, however, that any amendment or waiver that adversely affects in any material respect the economic rights of the Investor Parties set forth in this Agreement shall not be effective without the prior written consent of the Company, the holders of not less than a majority of the outstanding Senior Subordinated Notes held by JEFCO and the holders of not less than a majority of the outstanding Senior Subordinated Notes held by Senior Subordinated Note Holders other than JEFCO.

(b) No failure or delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by law.

6.5 Expenses.

(a) Each Party will assume and bear all expenses, costs and fees incurred or assumed by it in the preparation and execution of this Agreement and compliance with the agreements and covenants contained in this Agreement, whether or not the transactions contemplated hereby are consummated; provided, however, subject to the provisions of Section 6.5(b), the Company will assume and bear all such expenses, costs and fees (including all reasonable attorneys' fees of counsel to the Investor Parties) incurred or assumed by the Investor Parties (unless the failure to consummate such transactions results from the breach by an Investor Party or Investor Parties of the covenants and agreements contained herein, in which event the breaching Party or Parties will assume and bear all such expenses, costs and fees).

(b) Notwithstanding the provisions of Section 6.5(a), in the event the Recapitalization Closing occurs, neither the Company (which for this purpose shall include the Surviving Corporation) nor any Company Subsidiary shall have any obligation to bear, pay or reimburse any costs or expenses of any nature whatsoever incurred by the Investor Parties under this Agreement, the Senior Notes, the Senior Note Purchase Agreement, the Senior Subordinated Notes, the Indenture or under any other agreement between any of the Parties hereto (including any agreement between the Investor Parties or any of them and the Company Subsidiaries or any of them) except to the extent set out in the Settlement Statement.

(c) Without duplication, the Company (or any paying agent authorized by either of them) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of the Company's securities such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law or any other applicable legal requirement. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Company's securities in respect of which such deduction and withholding was made.

(d) In the event of any litigation brought to enforce or interpret this Agreement, or arising out of its negotiation, performance or subject matter, the Party to this contract who prevails shall be entitled to recover its attorneys' fees and costs, including those incurred at trial, in any bankruptcy or other proceeding, on appeal and in enforcing any judgment.

6.6 Successors and Assigns. The provisions of this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns; provided that, except as otherwise expressly provided in this Agreement, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent the Company.

6.7 No Third-Party Beneficiaries. Except for the representations and warranties of the Investor Parties pursuant to Section 3.2, which are made in part for the benefit of RAME, this Agreement is for the sole benefit of the Parties hereto and their permitted assigns, and nothing herein expressed or implied will give or be construed to give to any person or entity, other than the Parties hereto and such permitted assigns any legal or equitable rights hereunder.

6.8 Governing Law. This Agreement will be governed by, and construed in accordance with, the law of the State of New York, without regard to the conflict of laws rules of that State.

6.9 Jurisdiction. Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any court of competent jurisdiction in the County of New York (including the Federal District Court for the Southern District of New York) and each of the Parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 6.3 will be deemed effective service of process on such Party.

6.10 Counterparts. This Agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. One or more counterparts of this Agreement may be delivered by facsimile with the intent that delivery by such means shall have the same effect as delivery of an original counterpart of this Agreement.

6.11 Headings. The headings in this Agreement are for convenience of reference only and will not control or affect the meaning or construction of any provisions hereof.

6.12 Entire Agreement. This Agreement (including the Schedules, Annexes and Exhibits hereto) constitute the entire agreement among the Parties with respect to the subject matter of this Agreement, it being understood and agreed by the Parties that the payment of cash and the delivery of RAME Common Stock and RAME Warrants contemplated hereby will be effected pursuant to the Merger Agreement. This Agreement (including the Schedules, Annexes and Exhibits hereto) supersede all prior agreements and understandings, both oral and written, among the Parties hereto with respect to the subject matter of this Agreement.

6.13 Severability. If any provision of this Agreement or the application of any such provision to any person, entity or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein and there had been contained herein instead such valid, legal and enforceable provisions as would most nearly accomplish the intent and purpose of such invalid, illegal or unenforceable provision.

6.14 Further Assurances. The Parties will take such further action and deliver or cause to be delivered to each other on the Recapitalization Closing Date and at such other times thereafter as will be reasonably agreed such additional agreements, instruments or other documents as any of them may reasonably request for the purpose of carrying out this Agreement. Each of the Parties hereto will use its reasonable efforts to cause each of the conditions contained in this Agreement to the obligations of the Parties hereto to be satisfied.

6.15 Representation by Counsel; Strict Construction. Each Party hereto acknowledges that it has been represented by counsel, to the extent such Party deemed necessary, in connection with this Agreement and the transactions contemplated by this Agreement and that the Company has not retained legal or financial advisors on behalf of any Investor Party and that Vinson & Elkins L.L.P. has acted as counsel solely to the Company and SLPH and not to any of the Investor Parties in their capacities as securityholders. Accordingly, any rule of law or any legal decision that would provide any Party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel, shall have no application and is expressly waived. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.

6.16 Specific Performance. It is understood and agreed by each of the Parties hereto that monetary damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled, in addition to any other remedies, to the remedy of specific performance and injunctive or other equitable relief as a remedy for any such breach, without the necessity of securing or posting a bond or other security in connection with such equitable relief.

6.17 Adjustments for Stock Splits, etc. Wherever in this Agreement there is a reference or implication to a specific number or percentage of shares of capital stock, or a price per share of such capital stock, or consideration received in respect of such capital stock, then, upon the occurrence of any subdivision, combination, stock split or stock dividend of such capital stock, the specific number or percentage of shares or the price so referenced in or implicated by this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such capital stock by such subdivision, combination, stock split or stock dividend.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Note Holder Payoff and Recapitalization Agreement to be duly executed by their respective authorized representatives, if applicable, as of the day and year first above written.

COMPANY:

ASCENT ENERGY INC.

By: __________________________________
Name: Terry W. Carter
Title: Chief Executive Officer

SLPH:

SOUTH LOUISIANA PROPERTY HOLDINGS, INC.

By: __________________________________
Name: Terry W. Carter
Title: Chief Executive Officer

SENIOR NOTEHOLDERS:

JEFFERIES & COMPANY, INC.

By: __________________________________
Name:
Title:

Principal Amount of Senior Notes Held as of:
4/30/07
11/08/05
Allocate to Jefferies High Yield Trading, L.L.C.
Total

$3,089,601
$10,263,997

($7,802,042)
$2,461,955

JEFFERIES HIGH YIELD TRADING, L.L.C.

By: __________________________________
Name:
Title:

Principal Amount of Senior Notes Held as of:
4/30/07
11/08/05
     Jefferies Partners Opportunity Fund, LLC
     Jefferies Partners Opportunity Fund II, LLC
     Jefferies Employee Opportunity Fund, LLC
     Allocation from Jefferies & Company, Inc.
     Total

$27,215,727

$7,153,173

$5,202,131
$1,517,508
$7,802,042
$21,674,854

SENIOR NOTEHOLDERS:

SHARED OPPORTUNITY FUND IIB, L.L.C.

By: TCW Asset Management Company,
as its Investment Advisor

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:

Principal Amount of Senior Notes Held as of:
4/30/07
11/08/05

$315,824
$251,540

TCW SHARED OPPORTUNITY FUND III, L.P.

By: TCW Asset Management Company,
as its Investment Advisor

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:

Principal Amount of Senior Notes Held as of:
4/30/07
11/08/05

$1,790,668
$1,426,185

SENIOR NOTEHOLDERS:

ING FURMAN SELZ INVESTORS III L.P.

By: FS Private Investments III LLC, Manager

By: __________________________________
Name:
Title:

Principal Amount of Senior Notes Held as of:
4/30/07
11/08/05

$6,716,975
$5,349,763

ING BARINGS U.S. LEVERAGED EQUITY PLAN
LLC

By: FS Private Investments III LLC, Manager

By: __________________________________
Name:
Title:

Principal Amount of Senior Notes Held as of:
4/30/07
11/08/05

$2,378,169
$1,894,102

ING BARINGS GLOBAL LEVERAGED EQUITY
PLAN LTD.

By: FS Private Investments III LLC, Manager

By: __________________________________
Name:
Title:

Principal Amount of Senior Notes Held as of:
4/30/07
11/08/05

$544,674
$433,808

SENIOR SUBORDINATED NOTEHOLDERS:

JEFFERIES & COMPANY, INC.

By: __________________________________
Name:
Title:

Principal Amount of Senior Subordinated Notes Held
as of:
4/30/07
11/08/05
    Allocate to Jefferies High
     Yield Trading, L.L.C.
    Remaining Balance

Name of DTC Participant Through
Which the Notes Are Held: Jefferies & Company, Inc.

$9,094,366
$31,242,469.78

($23,563,843.54)
$7,678,626.24

_________________________________
Chris M. Kanoff

Principal Amount of Senior Subordinated Notes Held
as of:
4/30/07
11/08/05

$157,143.52 $132,735.96

Name of DTC Participant Through
Which the Notes Are Held: Jefferies & Company, Inc.

SENIOR SUBORDINATED NOTEHOLDERS:

JEFFERIES HIGH YIELD TRADING, L.L.C.

By: __________________________________
Name:
Title:

Principal Amount of Senior Subordinated Notes Held as
of:
4/30/07
11/08/05
    Jefferies Partners Opportunity
      Fund, LLC
    Jefferies Partners Opportunity
      Fund II, LLC
    Jefferies Employee Opportunity
     Fund, LLC
    Allocation from Jefferies &
      Company, Inc.
Total

$77,482,549

$21,598,169.79

$15,706,377.70

$4,582,756.71

$23,563,843.54
$65,451,147.74

Name of DTC Participant Through
Which the Notes Are Held: Bank of New York

SENIOR SUBORDINATED NOTEHOLDERS:

SHARED OPPORTUNITY FUND IIB, L.L.C.

By: TCW Asset Management Company,
as its Investment Advisor

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:

Principal Amount of Senior Subordinated Notes Held
as of:
4/30/07
11/08/05

$2,407,564.38
$2,033,621.06

Name of DTC Participant Through
Which the Notes Are Held: Bank of New York

Principal Amount of Senior Subordinated Notes Held
as of:
4/30/07
11/08/05

$13,642,989.49
$11,523,957.95

Name of DTC Participant Through
Which the Notes Are Held: Bank of New York

SENIOR SUBORDINATED NOTEHOLDERS:

W CAPITAL PARTNERS WEST LLC

By: __________________________________
Name:
Title:

Principal Amount of Senior Subordinated Notes Held
as of:
4/30/07
11/08/05 as Allocated from TCW
Funds (transferred 9/27/06)

$6,420,165.92

$5,422,984.61

Name of DTC Participant Through
Which the Notes Are Held: Morgan Stanley

SENIOR SUBORDINATED NOTEHOLDERS:

ING FURMAN SELZ INVESTORS III L.P.

By: FS Private Investments III LLC, Manager

By: __________________________________
Name:
Title:

Principal Amount of Senior Subordinated Notes Held
as of:
4/30/07
11/08/05

$6,029,268.28
$5,092,801.26

Name of DTC Participant Through
Which the Notes Are Held: Jefferies & Company, Inc.

ING BARINGS U.S. LEVERAGED EQUITY PLAN
LLC

By: FS Private Investments III LLC, Manager

By: __________________________________
Name:
Title:

Principal Amount of Senior Subordinated Notes Held
as of:
4/30/07
11/08/05

$1,833,559.97
$1,548,771.11

Name of DTC Participant Through
Which the Notes Are Held: Jefferies & Company, Inc.

SENIOR SUBORDINATED NOTEHOLDERS:

ING BARINGS GLOBAL LEVERAGED EQUITY
PLAN LTD.

By: FS Private Investments III LLC, Manager

By: __________________________________
Name:
Title:

Principal Amount of Senior Subordinated Notes Held
as of:
4/30/07
11/08/05

$790,029.60
$667,322.06

Name of DTC Participant Through Which the Notes Are Held: Jefferies & Company, Inc.

PREFERRED STOCKHOLDERS AND COMMON
WARRANTHOLDERS:

JEFFERIES & COMPANY, INC.

By: __________________________________
Name:
Title:

Number of Shares of Series A Preferred Stock Held:
22,500

Number of Warrants to purchase shares of Common
Stock held: 22,500

JEFFERIES HIGH YIELD TRADING, L.L.C.

By: __________________________________
Name:
Title:

Number of Shares of Series A Preferred Stock Held:
1,294

Number of Warrants to purchase shares of Common
Stock held: 1,294

PREFERRED STOCKHOLDERS AND COMMON
WARRANTHOLDERS:

SHARED OPPORTUNITY FUND IIB, L.L.C.

By: TCW Asset Management Company,
as its Investment Advisor

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:

Number of Shares of Series A Preferred Stock Held:
694

Number of Warrants to purchase shares of Common
Stock held: 694

PREFERRED STOCKHOLDERS AND COMMON
WARRANTHOLDERS:

TCW SHARED OPPORTUNITY FUND III, L.P.

By: TCW Asset Management Company,
as its Investment Advisor

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:

Number of Shares of Series A Preferred Stock Held:
3,942

Number of Warrants to purchase shares of Common
Stock held: 3,942

PREFERRED STOCKHOLDERS AND COMMON
WARRANTHOLDERS:

W CAPITAL PARTNERS WEST LLC

By: __________________________________
Name:
Title:

Number of Shares of Series A Preferred Stock Held:
1,814

Number of Warrants to purchase shares of Common
Stock held: 1,814

PREFERRED STOCKHOLDERS AND COMMON
WARRANTHOLDERS:

ING FURMAN SELZ INVESTORS III L.P.

By: FS Private Investments III LLC, Manager

By: __________________________________
Name:
Title:

Number of Shares of Series A Preferred Stock Held:
8,354

Number of Warrants to purchase shares of Common
Stock held: 8,354

ING BARINGS U.S. LEVERAGED EQUITY PLAN
LLC

By: FS Private Investments III LLC, Manager

By: __________________________________
Name:
Title:

Number of Shares of Series A Preferred Stock Held:
2,557

Number of Warrants to purchase shares of Common
Stock held: 2,557

PREFERRED STOCKHOLDERS AND COMMON
WARRANTHOLDERS:

ING BARINGS GLOBAL LEVERAGED EQUITY
PLAN LTD.

By: FS Private Investments III LLC, Manager

By: __________________________________
Name:
Title:
Number of Shares of Series A Preferred Stock Held:
1,079

Number of Warrants to purchase shares of Common
Stock held: 1,079

ANNEX 1

NOTICE ADDRESSES

Ascent Energy Inc.
South Louisiana Property Holdings, Inc.
4965 Preston Park Blvd. - Suite 800
Plano, TX 75093
Facsimile: (972) 543-3904

ING Furman Selz Investors III L.P.
c/o FS Private Investments III LLC
520 Madison Avenue - 12th Floor
New York, NY 10022
Attn: James Luikart
Facsimile: (212) 284-1717

Jefferies & Company, Inc.
The Metro Center
One Station Place, Three North
Stamford, CT 06902
Attn: Robert J. Welch
Facsimile: (203) 708-5820

ING Barings U.S. Leveraged Equity Plan LLC
c/o FS Private Investments III LLC
520 Madison Avenue - 12th Floor
New York, NY 10022
Attn: James Luikart
Facsimile: (212) 284-1717

Jefferies High Yield Trading, L.L.C.
The Metro Center
One Station Place, Three North
Stamford, CT 06902
Attn: Robert J. Welch
Facsimile: (203) 708-5820

ING Barings Global Leveraged Equity Plan Ltd.
c/o FS Private Investments III LLC
520 Madison Avenue - 12th Floor
New York, NY 10022
Attn: James Luikart
Facsimile: (212) 284-1717

Chris Kanoff
c/o Jefferies & Company, Inc.
The Metro Center
One Station Place, Three North
Stamford, CT 06902
Facsimile: (310) 575-5209

TCW Shared Opportunity Fund III, L.P.
c/o Trust Company of the West
11100 Santa Monica Blvd.
Suite 2000
Los Angeles, CA 90025
Attn: Andrew Park
Facsimile: (310) 235-5965

Shared Opportunity Fund IIB, L.L.C.
c/o Trust Company of the West
11100 Santa Monica Blvd.
Suite 2000
Los Angeles, CA 90025
Attn: Andrew Park
Facsimile: (310) 235-5965

W Capital Partners West LLC
One East 52nd Street
New York, New York 10022
Attn: Stephen Wertheimer
Facsimile: (212) 561-5241

EXHIBIT A

SENIOR NOTEHOLDERS

Jefferies & Company, Inc.

Jefferies High Yield Trading, L.L.C.

Shared Opportunity Fund IIB, L.L.C.

TCW Shared Opportunity Fund III, L.P.

ING Furman Selz Investors III L.P.

ING Barings U.S. Leveraged Equity Plan LLC

ING Barings Global Leveraged Equity Plan Ltd.

EXHIBIT B

SENIOR SUBORDINATED NOTEHOLDERS

Jefferies & Company, Inc.

Jefferies High Yield Trading, L.L.C.

Shared Opportunity Fund IIB, L.L.C.

TCW Shared Opportunity Fund III, L.P.

ING Furman Selz Investors III L.P.

ING Barings U.S. Leveraged Equity Plan LLC

ING Barings Global Leveraged Equity Plan Ltd.

Chris M. Kanoff

W Capital Partners West LLC

EXHIBIT C

PREFERRED STOCKHOLDERS AND COMMON WARRANTHOLDERS

Jefferies & Company, Inc.

Jefferies High Yield Trading, L.L.C.

Shared Opportunity Fund IIB, L.L.C.

TCW Shared Opportunity Fund III, L.P.

ING Furman Selz Investors III L.P.

ING Barings U.S. Leveraged Equity Plan LLC

ING Barings Global Leveraged Equity Plan Ltd.

W Capital Partners West LLC

Duetsche Banc Alex Brown TR FBO Jeffrey Clarke

Jeffrey Clarke

DB Securities Inc. R-IRA UA Feb 07 02 Custodian FBO Keri Clarke

Keri Clarke

Larry Keller

DB Securities Inc. Custodian FBO Larry L. Keller IRA

DB Alex Brown LLC Custodian FBO Robert N. Marshall R-IRA

EXHIBIT D

NON-INVESTOR PARTY SECURITYHOLDERS

Duetsche Banc Alex Brown TR FBO Jeffrey Clarke

Jeffrey Clarke

DB Securities Inc. R-IRA UA Feb 07 02 Custodian FBO Keri Clarke

Keri Clarke

Larry Keller

DB Securities Inc. Custodian FBO Larry L. Keller IRA

DB Alex Brown LLC Custodian FBO Robert N. Marshall R-IRA

EXHIBIT E

COMMON STOCK WARRANT AGREEMENT AMENDMENT

EXHIBIT F

CERTIFICATE AMENDMENT

SCHEDULE 2.10

ILLUSTRATIVE EXAMPLES OF ALLOCATION OF CONSIDERATION

EX-10 3 jefferies-ex104_120707.htm EXHIBIT 10.4 Exhibit 10.4

Execution Copy

VOTING AGREEMENT

This Voting Agreement, dated as of this 29th day of November, 2007 (the "Agreement"), is executed and delivered by and between RAM Energy Resources, Inc., a Delaware corporation ("RAM") and the undersigned.

A. RAM, Ascent Acquisition Corp. ("Merger Sub"), a Delaware corporation, and Ascent Energy Inc., (the "Company"), a Delaware corporation, have entered into that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of October 16, 2007, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of RAM (the "Merger").

B. The undersigned has entered into that certain Note Payoff and Recapitalization Agreement of even date with the Merger Agreement (the "Recapitalization Agreement") among the Company, South Louisiana Property Holdings, Inc., a Louisiana corporation, and the "Investor Parties" (as defined therein).

C. At the Effective Time, the undersigned, pursuant to the Merger Agreement and the Recapitalization Agreement, will be entitled to receive shares of the common stock of RAM, par value $0.0001 per share (the "RAM Common Stock").

D. All shares of RAM Common Stock received by the undersigned pursuant to the Merger Agreement and the Recapitalization Agreement, together with any and all other shares of RAM Common Stock which are owned of record by the undersigned on the record date for voting on any action described herein, or with respect to which the undersigned has the power to vote on such record date, are referred to herein as the "Shares."

E. This Agreement is being entered into as a condition to the consummation of the Merger.

In consideration of the premises and of the mutual agreements and covenants set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Vote in Favor of the Directors. During the term of this Agreement, the undersigned agrees to vote all of the Shares owned by the undersigned (or with respect to which the undersigned has the power to vote) on the record date applicable to any vote for the election of directors of RAM, for the directors recommended by RAM's Board of Directors.

2. Term of Agreement. The obligations of the undersigned pursuant to this Agreement shall terminate immediately following the election of directors at the annual meeting of RAM's stockholders that will be held in 2009.

3. Transfer of Shares. This Agreement shall not restrict in any manner the transfer of Shares during the term hereof; provided, however, that any such transfer of Shares, other than for valuable consideration to an unaffiliated third party, shall be made expressly subject to this Agreement and shall be binding upon the transferee.

4. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS VOTING AGREEMENT SHALL BE BROUGHT IN ANY DELAWARE STATE COURT HAVING JURISDICTION OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE. BY EXECUTION AND DELIVERY OF THIS VOTING AGREEMENT, EACH OF RAM AND THE UNDERSIGNED IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN THE COURTS REFERENCED ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

5. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the law that might otherwise govern under applicable principles of conflicts of law.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

RAM ENERGY RESOURCES, INC.

By: __________________________________
Name: Larry E. Lee
Title: Chairman and CEO

Signature Page to Voting Agreement

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

JEFFERIES & COMPANY, INC.

By: __________________________________
Name:
Title:

Signature Page to Voting Agreement

EX-10 4 jefferies-ex105_120707.htm EXHIBIT 10.5 Exhibit 10.5

Execution Copy

VOTING AGREEMENT

E. This Agreement is being entered into as a condition to the consummation of the Merger.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

RAM ENERGY RESOURCES, INC.

By: __________________________________
Name: Larry E. Lee
Title: Chairman and CEO

Signature Page to Voting Agreement

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

JEFFERIES HIGH YIELD TRADING, L.L.C.

By: __________________________________
Name:
Title:

Signature Page to Voting Agreement

EX-10 5 jefferies-ex106_120707.htm EXHIBIT 10.6 Exhibit 10.6

Execution Copy

November 29, 2007

RAM Energy Resources, Inc.,
5100 E. Skelly Drive, Suite 650
Tulsa, OK 74135

Ladies and Gentlemen:

The undersigned understands that RAM Energy Resources, Inc. ("RAM") has entered into an Agreement and Plan of Merger dated October 16, 2007 (the "Merger Agreement") providing for the merger of RAM's wholly owned subsidiary Ascent Acquisition Corp. with and into Ascent Energy Inc. (the "Company") with the Company surviving as a wholly owned subsidiary of RAM (the "Merger"). The undersigned will receive shares of the common stock of RAM, par value $0.0001 (the "Common Stock"), as part of the consideration delivered pursuant to the terms and conditions set forth in the Merger Agreement and the Note Payoff and Recapitalization Agreement. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

In consideration of, and as a condition to, the closing of the Merger Agreement and the consummation of the Merger by RAM, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of RAM, the undersigned will not, during the period commencing at the Effective Time and ending 180 days thereafter (the "Lock-Up Period"), directly or indirectly sell, offer or contract to sell or offer, grant any option or warrant for the sale of, assign, transfer or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of), more than 50% of the total shares of Common Stock issued to the undersigned at the Closing pursuant to the Merger Agreement and the Note Payoff and Recapitalization Agreement (the "Restricted Securities"); provided, however, that nothing contained herein shall prohibit (i) the exercise of warrants for the purchase of Common Stock (including the Warrants) or other acquisitions of Common Stock, and (ii) the disposition of Restricted Securities (A) by way of bona fide gifts, (B) to the direct and indirect partners, members or stockholders of the undersigned in a manner that does not constitute a "distribution" within the meaning of the Securities Act, or (C) to immediate family members of the undersigned or a trust, partnership or limited liability company for the benefit of the undersigned and/or such family members; provided, however, that in each such case in this clause (ii) it shall be a condition to such disposition that the transferee or transferees execute an agreement stating that it or they are receiving and holding such Restricted Securities subject to the provisions of this Lock-Up Letter Agreement. Notwithstanding anything to the contrary herein, the foregoing restrictions on disposition shall not apply to the Warrants or to any shares of Common Stock held or acquired by the undersigned, including shares of Common Stock issuable upon exercise of the Warrants, other than the Restricted Securities. The certificates evidencing the Restricted Securities shall bear an appropriate legend indicating that the transfer of the Restricted Securities is restricted pursuant to the terms of this Lock-Up Letter Agreement. The restrictions and obligations contained in this Lock-Up Letter Agreement shall remain applicable to any Restricted Securities that are transferred pursuant to RAM's written consent.

In furtherance of the foregoing, RAM and its transfer agent are hereby authorized to decline to make any transfer of Restricted Securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS LOCK-UP LETTER AGREEMENT SHALL BE BROUGHT IN ANY DELAWARE STATE COURT HAVING JURISDICTION OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE. EACH OF RAM (BY ACCEPTING THIS LOCK-UP LETTER AGREEMENT) AND THE UNDERSIGNED (BY EXECUTION AND DELIVERY OF THIS LOCK-UP LETTER AGREEMENT) IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN THE COURTS REFERENCED ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

The undersigned understands that RAM will proceed with the Merger in reliance on this Lock-Up Letter Agreement. This Lock-Up Letter Agreement will terminate upon any valid termination of the Merger Agreement prior to the Effective Time.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents reasonably necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

This Lock-Up Letter Agreement shall be governed by and construed in accordance with laws of the State of Delaware without regard to the law that might otherwise govern under applicable principles of conflicts of law.

JEFFERIES & COMPANY, INC.

By: __________________________________
Name:
Title:

EX-10 6 jefferies-ex107_120707.htm EXHIBIT 10.7 Exhibit 10.7

Execution Copy

November 29, 2007

RAM Energy Resources, Inc.,
5100 E. Skelly Drive, Suite 650
Tulsa, OK 74135

Ladies and Gentlemen:

JEFFERIES HIGH YIELD TRADING, L.L.C.

By:
Name:
Title:

EX-10 7 jefferies-ex108_120707.htm EXHIBIT 10.8 Exhibit 10.8

Execution Copy

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated November 29, 2007 (this "Agreement"), among (a) RAM Energy Resources, Inc., a Delaware corporation (the "Company"), (b) the Designated Holders named on the signature pages hereto and (c) FS Private Investments III LLC, solely in its capacity as the "Holder Representative" appointed pursuant to Section 9.16 hereof. Unless otherwise provided in this Agreement, capitalized terms used herein have the respective meanings given to them in Section 1.1 hereof.

WHEREAS, each of the Company, Ascent Acquisition Corp., a Delaware corporation ("Merger Sub"), and Ascent Energy Inc., a Delaware corporation ("Ascent"), have entered into an Agreement and Plan of Merger, dated October 16, 2007 (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Ascent, with Ascent surviving and becoming a wholly owned subsidiary of the Company (the "Merger");

WHEREAS, at the effective time of the Merger, the Company Preferred Stock (as defined in the Merger Agreement), the Senior Notes (as defined in the Note Holder Payoff and Recapitalization Agreement (as defined in the Merger Agreement)) and the Senior Subordinated Notes (as defined in the Note Holder Payoff and Recapitalization Agreement) beneficially owned by the Designated Holders shall be converted as described in the Merger Agreement (in the case of the Company Preferred Stock) and paid in full as described in the Note Holder Payoff and Recapitalization Agreement (in the case of the Senior Notes and the Senior Subordinated Notes), for cash, shares of Company common stock, par value $0.0001 per share (the "Common Stock"), and Warrants (as defined in the Merger Agreement); and

WHEREAS, in connection with the Merger, the Company has agreed to grant certain registration rights with respect to the Registrable Securities as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

"Accession Agreement" has the meaning set forth in Section 9.5.

"Affiliate" means with respect to any specified Person, an "affiliate," as defined in Rule 144 under the Securities Act, of such Person.

"Agreement" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof.

"Approved Underwriter" means an investment banking firm of national reputation to act as the managing underwriter of an offering under Articles III or IV.

"Board of Directors" means the Board of Directors of the Company.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close.

"Charter Documents" means the Certificate of Incorporation and the By-laws of the Company, as amended from time to time.

"Common Stock" has the meaning set forth in the recitals to this Agreement.

"Common Shares" means the 18,783,339 shares of Common Stock issued pursuant to the Merger, adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.

"Commission" means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

"Company" has the meaning set forth in the preamble to this Agreement.

"Company Underwriter" has the meaning set forth in Section 5.1.

"Demand Registration" has the meaning set forth in Section 4.1.

"Designated Holders" means (a) Jefferies & Company, Inc., Jefferies High Yield Trading, L.L.C., Chris Kanoff Shared Opportunity Fund IIB, L.L.C., TCW Shared Opportunity Fund III, L.P., ING Furman Selz Investors III L.P., ING Barings U.S. Leveraged Equity Plan LLC, ING Barings Global Leveraged Equity Plan Ltd. and W Capital Partners West LLC, and any fund, investment vehicle or account managed, advised or controlled by any of them or any of their respective Affiliates and (b) any transferee of any of them to whom Registrable Securities have been transferred in accordance with Section 9.5 of this Agreement, other than a transferee to whom Registrable Securities have been transferred pursuant to a Registration Statement under the Securities Act or Rule 144 under the Securities Act (or any successor rule thereto), but in each case solely for so long as such holder or transferee continues to be a holder of Registrable Securities.

"Effectiveness Period" means the period commencing with the date of this Agreement and ending on the date that there are no longer any Holders of Registrable Securities.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

"Holder Representative" has the meaning set forth in Section 9.16(a).

"Holders" means each holder of Registrable Securities, other than a transferee to whom Registrable Securities have been transferred pursuant to a Registration Statement under the Securities Act or Rule 144 under the Securities Act (or any successor rule thereto), but in each case solely for so long as such holder or transferee continues to be a holder of Registrable Securities.

"Holders' Counsel" means a single counsel that shall be counsel selected by the Designated Holders holding a majority of the Registrable Securities held by all of the Designated Holders (in the case of the Shelf Registration Statement) or the Designated Holders holding a majority of the Registrable Securities held by all of the Designated Holders offering Registrable Securities in any such Demand Registration or Incidental Registration (in the case of a Demand Registration or Incidental Registration).

"Incidental Registration" has the meaning set forth in Section 5.1.

"Indemnified Party" has the meaning set forth in Section 7.3.

"Indemnifying Party" has the meaning set forth in Section 7.3.

"Initiating Holders" has the meaning set forth in Section 4.1.

"Inspector" has the meaning set forth in Section 6.1(h).

"Issuer Free Writing Prospectus" has the meaning set forth in Section 6.1.

"Knowledge" means the knowledge of any executive officer of the Company.

"Liability" or "Liabilities" has the meaning set forth in Section 7.1.

"Merger Effective Date" means the date on which the Merger shall become effective.

"Maximum Number of Shares (Demand Registration)" has the meaning set forth in Section 4.6.

"Maximum Number of Shares (Incidental Registration)" has the meaning set forth in Section 5.1.

"NASD" means the National Association of Securities Dealers, Inc.

"Person" means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

"Records" has the meaning set forth in Section 6.1(h).

"Registrable Securities" means, subject to Section 2.2 below, the Common Shares, the Warrant Shares, the Warrants (so long as they are outstanding) and any other securities of the Company or any successor or assign of the Company referred to in clause (iv) of Section 9.1 hereof.

"Registration Default" has the meaning set forth in Section 3.3(a).

"Registration Expenses" has the meaning set forth in Section 6.4.

"Registration Penalties" has the meaning set forth in Section 3.3(a).

"Registration Statement" means a Registration Statement filed pursuant to the Securities Act.

"Reimbursable Expenses" means the reasonable documented out-of-pocket costs and expenses incurred by the Company (a) in connection with marketing efforts relating to the sale of Registrable Securities to be registered in a Demand Registration, (b) after the date of notice (which may be written or oral) to the Company by the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders (or the Approved Underwriter of the Demand Registration on behalf of such Initiating Holders) of their intent to cause the Approved Underwriter and/or the Company to begin marketing efforts to sell the Registrable Securities to be registered in the Demand Registration and (c) prior to the date on which the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders request the Company to withdraw the Demand Registration pursuant to clause (y) or (z) of Section 4.4 hereof (which request may be made by notice (written or oral) to the Company by such Initiating Holders).

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Shelf Registration Period" has the meaning set forth in Section 3.2.

"Shelf Registration Statement" has the meaning set forth in Section 3.1.

"2006 Registration Statement" has the meaning set forth in Section 3.1.

"Valid Business Reason" has the meaning set forth in Section 4.1.

"Warrants" has the meaning set forth in the recitals to this Agreement.

"Warrant Shares" means the 6,200,000 shares of Common Stock issuable upon exercise of the Warrants, adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations, other antidilution adjustments as provided in the Warrants and the like occurring after the date hereof.

ARTICLE II

GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT

2.1 Grant of Rights. The Company hereby grants registration rights to the Holders upon the terms and conditions set forth in this Agreement.

2.2 Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement or, (ii) in the case of any Holder, the entire amount of the Registrable Securities owned by such Holder may be sold in the open market in a single transaction, in the opinion of counsel reasonably satisfactory to the Company and such Holder, without any limitation as to volume pursuant to Rule 144 (or any successor provisions then in effect) under the Securities Act or any state securities and blue sky laws.

2.3 Holders of Registrable Securities. A Person is deemed to be a holder of Registrable Securities whenever such Person is the record or beneficial owner of Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company may act upon the basis of the instructions, notice or election received from the record owner of such Registrable Securities.

ARTICLE III

SHELF REGISTRATION STATEMENT

3.1 Shelf Registration Statement. Promptly, and in any event within ninety (90) days after the Merger Effective Date, the Company shall file with the Commission a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Shelf Registration Statement") on Form S-3 (or any successor form thereto, or, if unavailable, any other form available for use by the Company to register the Registrable Securities), with respect to the resale, from time to time, of all of the Registrable Securities issued or issuable to the Holders, as well as the issuance of the Warrant Shares upon exercise of the Warrants. At the election of the Company, and in its sole discretion, the Warrants and/or the Warrant Shares may be registered either in the Shelf Registration Statement required by this Section 3.1 or as a post-effective amendment to that certain Registration Statement filed with the Commission (File No. 333-113583) (the "2006 Registration Statement").

3.2 Effective Shelf Registration Statement. The Company shall promptly cause the Shelf Registration Statement to become effective (but in any event not later than one hundred fifty (150) days after the Merger Effective Date), and shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act, subject to the provisions of Section 6.3, until the later of (i) the date on which no Holder is an Affiliate of the Company or (ii) the first anniversary of the Merger Effective Date (the "Shelf Registration Period"). Notwithstanding the foregoing, the Company shall have the right, in its sole discretion, to keep the Shelf Registration Statement effective for such longer period as it deems appropriate. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period (as it may be extended pursuant to the preceding sentence) if it voluntarily takes any action that would result in the Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities pursuant to such effective Shelf Registration Statement during the Shelf Registration Period, unless such action is required by applicable law, provided that, in the event that such action is required, the Shelf Registration Period shall be automatically extended for a number of days equal to the number of days during which such Holders were not so able to offer and sell such Registrable Securities. Following the first anniversary of the Merger Effective Date, the Company's obligations under clause (i) of this Section 3.2 shall only apply if (x) the Shelf Registration Statement is on a Form S-3 or (y) the Company then qualifies to file with the Commission a registration statement on Form S-3 (or any successor form thereto).

3.3 Registration Default.

(a) Cash payments ("Registration Penalties") shall accrue as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):

(i) the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to ninety (90) days after the Merger Effective Date;

(ii) the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to one hundred fifty (150) days after the Merger Effective Date;

(iii) if not registered by the Shelf Registration Statement, the Warrants and/or Warrant Shares are not registered under the 2006 Registration Statement, and any post-effective amendment thereto is not effective, within the time periods set forth in (i) and (ii) above; or

(iv) if after the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) required by this Agreement has been declared effective by the Commission but (A) such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) thereafter ceases to be effective or (B) the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus ceases to be usable in connection with resales of Registrable Securities during the period ending on the first anniversary of the Merger Effective Date (including, without limitation, because of a failure to keep such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or a failure to register sufficient Registrable Securities).

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Registration Penalties shall accrue from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of $0.0025 per Registrable Security which is the subject of the Registration Default.

A Registration Default referred to in Section 3.3(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus if such Registration Default has occurred solely as a result of the filing of a post-effective amendment to the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus; provided, however, that in any case if the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall not be usable for a continuous period in excess of 30 days, a Registration Default shall be deemed to have occurred effective as of the first day the Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) or the related prospectus shall cease to be usable and the Registration Penalties shall be payable in accordance with the above paragraph from such day that the Registration Default shall be deemed to have occurred until such Registration Default is cured.

(b) Any accrued and unpaid amounts of Registration Penalties due pursuant to Section 3.3(a) will be payable on the due date of the Company's next following quarterly or annual report (whichever may first occur) to the Commission pursuant to the Exchange Act. The amount of the Registration Penalties will be determined by multiplying $0.0025 by the number of outstanding Registrable Securities subject to the Registration Default, and further multiplied by a fraction, the numerator of which is the number of days such Registration Default was applicable during such period, and the denominator of which is 90.

3.4 Expenses. The Company shall pay all Registration Expenses in connection with a Shelf Registration Statement (or the post-effective amendment to the 2006 Registration Statement, if the Warrants and/or Warrant Shares are registered thereunder) , whether or not such Shelf Registration Statement becomes effective.

3.5 Selection of Underwriters. At the election of a Designated Holder or Designated Holders who individually or collectively (as applicable) hold more than 50% of all Registrable Securities at such time, any distribution of Registrable Securities under the Shelf Registration Statement may be in the form of an underwritten offering. The Designated Holders engaging in any such underwritten offering holding a majority of the Registrable Securities subject to the underwritten offering shall select and obtain an Approved Underwriter; provided, however, that the Approved Underwriter shall, in any case, also be approved by the Company, such approval not to be unreasonably withheld, delayed or conditioned.

ARTICLE IV

DEMAND REGISTRATION

4.1 Request for Demand Registration. Subject to Section 4.2, at any time and from time to time commencing after the Merger Effective Date, any Designated Holder or Designated Holders who individually or collectively (as applicable) hold more than 50% of all Registrable Securities at such time may request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder"). The Designated Holders will not be entitled to require the Company to effect more than a total of two (2) Demand Registrations; provided, however, that no Demand Registration may be requested after the day that is twenty-four (24) months after the Merger Effective Date.

Notwithstanding anything to the contrary set forth herein, the Company shall have the right to postpone the filing of a Registration Statement and to suspend the use of any such Registration Statement for a reasonable period of time (not exceeding sixty (60) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that filing such Registration Statement or the use of such Registration Statement, as the case may be, at such time would materially adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information, the public disclosure of which would have a material adverse effect on the Company (a "Valid Business Reason"). The Company shall give written notice of its determination to postpone or suspend the use of a Registration Statement (and the Valid Business Reason for such postponement or suspension) and of the fact that the Valid Business Reason for such postponement or suspension no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 5.3 more than twice in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

4.2 Minimum Number of Registrable Securities. Notwithstanding the provisions of Section 4.1, the Company may elect not to effect a Demand Registration if the amount of the estimated offering price of Registrable Securities stated in the Demand Registration is less than $10.0 million.

4.3 Incidental or "Piggy-Back" Rights with Respect to a Demand Registration. Each of the Designated Holders (other than the Initiating Holders) may offer its or his Registrable Securities under any Demand Registration pursuant to this Section 4.3. Within five (5) Business Days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than the Initiating Holders) and (ii) subject to Section 4.6, include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within ten (10) Business Days of the giving by the Company of the written notice referred to in clause (i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any such Designated Holder to respond within such 10-Business Day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Holder's rights under this Article IV with respect to such Demand Registration. Any such Designated Holder may waive its rights under this Article IV prior to the expiration of such 10-Business Day period by giving written notice to the Company, with a copy to the Initiating Holders.

4.4 Effective Demand Registration. The Company shall use its reasonable best efforts to cause any such Demand Registration to become and remain effective not later than seventy-five (75) days after it receives a request under Section 4.1 hereof. A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for the lesser of, subject to the provisions of Section 6.3, (i) the period during which all Registrable Securities registered in the Demand Registration are sold or otherwise disposed of (but not before the Warrants so registered shall have been exercised or shall have expired) and (ii) one hundred eighty (180) days; provided, however, that a registration shall not constitute a Demand Registration if (w) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders and such interference is not eliminated within thirty (30) days after such interference first occurs, (x) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holders, (y) such Demand Registration does not become effective within the seventy-five (75) day period referred to in the first sentence of this Section 4.4 and the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders request the Company to withdraw such Demand Registration, or (z) the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders request the Company to withdraw such Demand Registration prior to the effectiveness of such Demand Registration for marketing reasons or because of a material adverse change in the business, financial condition or prospects of the Company; provided, however, that a Demand Registration that is requested to be withdrawn under clause (y) or clause (z) above shall constitute a Demand Registration if the Designated Holders shall not have paid to the Company the Reimbursable Expenses within sixty (60) days after receipt by the Holder Representative of a certificate of an executive officer of the Company specifying in reasonable detail such Reimbursable Expenses, together with reasonable documentation to support such Reimbursable Expenses.

4.5 Expenses. Subject to Section 4.4, the Company shall pay all Registration Expenses in connection with a Demand Registration, whether or not such Demand Registration becomes effective.

4.6 Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use its reasonable best efforts to cause such Demand Registration to be, subject to Section 4.7, in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 4.7. In connection with any Demand Registration under this Article IV involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 4.3 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company (subject to Section 6.1(g)), the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company and the Holders of the Registrable Securities to be registered in writing that in its opinion the number of Registrable Securities proposed to be sold in any registration under this Article IV and any other securities of the Company requested or proposed to be included in such registration exceeds the number (the "Maximum Number of Shares (Demand Registration)") that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, then the Company will include in such registration (x) first, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV, which Registrable Securities shall be allocated among such Initiating Holders and Designated Holders as they may agree or, failing such agreement, pro rata among them based on the number of Registrable Securities requested to be included in such offering by each such Initiating Holder and Designated Holder regardless of the number of Registrable Securities actually held by such Initiating Holder and such Designated Holder, (y) second, to the extent that the Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clause (x), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares (Demand Registration), and (z) third, to the extent that the Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clauses (x) and (y), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate in any such registration to the extent the Approved Underwriter determines in good faith that the participation of such employee in such registration would materially adversely affect the marketability or offering price of the Registrable Securities subject to such registration.

4.7 Selection of Underwriters. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders shall select and obtain an Approved Underwriter; provided, however, that the Approved Underwriter shall, in any case, also be approved by the Company, such approval not to be unreasonably withheld, delayed or conditioned.

ARTICLE V

INCIDENTAL OR "PIGGY-BACK" REGISTRATION

5.1 Request for Incidental Registration. At any time commencing after the date hereof, but prior to the day that is twenty-four (24) months after the Merger Effective Date, if the Company proposes to file a Registration Statement with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than any Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company, subject to the remaining provisions of this Section 5.1, shall use its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders that have requested the Company in writing within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its, his or her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter. If the Company Underwriter advises the Company and the Designated Holders in writing that in its opinion the number of Registrable Securities proposed to be sold in any registration under this Article V and any other securities of the Company requested or proposed to be included in such registration exceeds the number (the "Maximum Number of Shares (Incidental Registration)") that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, then the Company shall be required to include in such Incidental Registration: (i) if the Incidental Registration is an underwritten registration on behalf of the Company, (x) first, all of the securities to be offered for the account of the Company, that can be sold without exceeding the Maximum Number of Shares (Incidental Registration) and (y) second, to the extent that the Maximum Number of Shares (Incidental Registration) has not been reached under the foregoing clause (x), the shares of Common Stock and other securities of the Company, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock or other securities (determined on an as-converted to Common Stock basis) which each requesting Person has actually requested to be included in such Incidental Registration, regardless of the number of shares of Common Stock or other securities with respect to which such Person has the right to request such inclusion that can be sold without exceeding the Maximum Number of Shares (Incidental Registration), or (ii) if the Incidental Registration does not include an underwritten registration on behalf of the Company, but does include an underwritten registration demanded by any Person (other than a Designated Holder) that has the right to demand such registration pursuant to any contractual right granted by the Company, (I) first, the shares of Common Stock or other securities of the Company for the account of the demanding Person(s) that can be sold without exceeding the Maximum Number of Shares (Incidental Registration), (II) second, to the extent that the Maximum Number of Shares (Incidental Registration) has not been reached under the foregoing clause (I), the shares of Common Stock or other securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares (Incidental Registration), and (III) third, to the extent that the Maximum Number of Shares (Incidental Registration) has not been reached under the foregoing clauses (I) and (II), the shares of Common Stock and other securities of the Company, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock or other securities (determined on an as-converted to Common Stock basis) which each requesting Person has actually requested to be included in such Incidental Registration, regardless of the number of shares of Common Stock or other securities with respect to which such Person has the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares (Incidental Registration).

5.2 Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under Section 5.1 prior to the effectiveness of such registration whether or not any Designated Holder has elected to include Registrable Securities in such registration.

5.3 Expenses. The Company shall bear all Registration Expenses in connection with any Incidental Registration pursuant to this Article V, whether or not such Incidental Registration becomes effective.

ARTICLE VI

REGISTRATION PROCEDURES

6.1 Obligations of the Company. Whenever registration of Registrable Securities has been requested pursuant to Article III, Article IV or Article V of this Agreement, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:

(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use all reasonable best efforts to cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company shall provide Holders' Counsel with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, subject to such documents being under the Company's control, and (y) the Company shall notify the Holders' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the Commission and use all reasonable efforts to prevent the entry of such stop order or to remove it if entered; provided that, in the case of this Section 6.1(a) and Section 6.1(b) below, the Company will not file any Registration Statement or amendment or supplement thereto to which the Holders' Counsel has reasonably objected in writing on the grounds that such proposed filing does not comply in all material respects with the requirements of the Securities Act.

(b) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep such Registration Statement effective for the period specified in such Article, or if not so specified, the lesser of (x) one hundred eighty (180) days and (y) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold (but not before the Warrants covered thereby shall have been exercised or shall have expired) and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;

(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement, at least one copy of such Registration Statement as is proposed to be filed, and thereafter such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus) and any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) register or qualify such Registrable Securities under such other securities or "blue sky" laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold (but not before the Warrants included in such Registrable Securities shall have been exercised or shall have expired), whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.1(d), (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction;

(e) notify each seller of Registrable Securities (and, in the case of clauses (iii), (iv) and (v) below, the Approved Underwriter, if any, and the Holders' Counsel): (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement has been filed with the Commission, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; (v) of the existence of any fact or happening of any event of which the Company has Knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes in the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement is advisable;

(f) upon the occurrence of any event contemplated by Section 6.1(e)(v), as promptly as practicable, prepare a supplement or amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or amendment of such Registration Statement or prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g) enter into and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Articles III, IV or V, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in no more than a total of two (2) "road shows" related to underwritten offerings pursuant to Article III (but only if such an underwritten offering is commenced prior to the first anniversary of the Merger Effective Date) or Article IV and other information meetings organized by the Approved Underwriter or Company Underwriter, if applicable;

(h) make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Notwithstanding the foregoing, Records and other information that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors or used for any purpose other than as necessary or appropriate for the purpose of such inspection (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's reasonable judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;

(i) if such sale is pursuant to an underwritten offering, obtain "comfort" letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;

(j) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion and negative assurance letter, each dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion and letter is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions and letters;

(k) comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(l) cause all such Registrable Securities to be listed on the Nasdaq Stock Market and such other securities exchange or automated quotation system on which similar securities issued by the Company are then listed or traded; provided, that the applicable listing requirements are satisfied;

(m) keep Holders' Counsel advised in writing as to the initiation and progress of any registration under Article III, Article IV or Article V hereunder; provided, that the Company shall provide Holders' Counsel with all correspondence with the Commission in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;

(n) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD;

(o) furnish to each seller of Registrable Securities and the Approved Underwriter, if any, without charge, at least one manually-signed copy of the Registration Statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those deemed to be incorporated by reference);

(p) cooperate with the sellers of Registrable Securities and the Approved Underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the seller of Registrable Securities at least three Business Days prior to any sale of Registrable Securities; and

(q) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

The Company agrees not to file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, that refers to any Holder covered thereby by name, or otherwise identifies such Holder as the holder of any securities of the Company, without the consent of such Holder, such consent not to be unreasonably withheld, unless and to the extent such disclosure is required by law. If any Registration Statement or comparable statement under "blue sky" laws refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company.

The Company represents and agrees that, unless it obtains the prior consent of the Designated Holders of a majority of the Registrable Securities included by them in a Registration Statement, it will not make any offer relating to Registrable Securities that would constitute a "free writing prospectus" as defined in Rule 433 under the Securities Act (an "Issuer Free Writing Prospectus"), or that would otherwise constitute a "free writing prospectus," as defined in Rule 405 under the Securities Act, required to be filed with the Commission. The Company may require a comparable agreement from each Holder as a condition to permitting such Holder to include Registrable Securities in such Registration Statement. The Company represents that any Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in the Registration Statement or prospectus and that any Issuer Free Writing Prospectus, when taken together with the information in the Registration Statement and the prospectus, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

6.2 Seller Information. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish, and such seller shall furnish, to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing. The furnishing of such information shall be a condition to the inclusion of the seller's shares in such registration.

6.3 Notice to Discontinue. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.1(e)(v), such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.1(f) and, if so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities which is current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, without limitation, the period referred to in Section 6.1(b)) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6.1(e)(v) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by, and meeting the requirements of, Section 6.1(f).

6.4 Registration Expenses. Subject to Section 4.4, the Company shall pay all expenses arising from or incident to its performance of, or compliance with, this Agreement, including, without limitation, (i) Commission, Nasdaq Stock Market and other stock exchange and automated quotation system and NASD registration and filing fees, (ii) all fees and expenses incurred in complying with securities or "blue sky" laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with "blue sky" qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing (including printing certificates and printing of prospectuses), messenger, delivery and telephone expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any "cold comfort" letters or any special audits incident to or required by any registration or qualification) and any reasonable legal fees, charges and expenses of Holders' Counsel, (v) all application and filing fees in connection with listing on a national securities exchange or automated quotation system pursuant to the requirements hereof, (vi) all internal expenses of the Company (including without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company and (vii) the fees and disbursements of underwriters (excluding discounts and commissions). All of the expenses described in the preceding sentence of this Section 6.4 are referred to herein as "Registration Expenses." The Holders of Registrable Securities sold pursuant to a Registration Statement shall bear the expense of any broker's commission or underwriter's discount or commission relating to registration and sale of such Holders' Registrable Securities and, subject to clause (iv) above, shall bear the fees and expenses of their own counsel.

ARTICLE VII

INDEMNIFICATION; CONTRIBUTION

7.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder, its general or limited partners, members, shareholders, managers, directors, officers, Affiliates and each Person who controls (within the meaning of Section 15 of the Securities Act) any of the foregoing from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) (each, a "Liability" and collectively, "Liabilities"), (i) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement, prospectus or preliminary, final or summary prospectus, Issuer Free Writing Prospectus, or notification or application (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or a document incorporated by reference into any of the foregoing, (ii) arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, except insofar as such Liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission contained in such Registration Statement, preliminary prospectus, final prospectus, Issuer Free Writing Prospectus, notification or application or incorporated document in reliance and in conformity with information concerning such Holder furnished in writing to the Company by such Holder specifically for use therein; provided, however, that the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Person from whom the Person asserting such losses, claims, damages, liabilities, expenses and judgments purchased securities if such untrue statement or omission or alleged untrue statement or omission made in such preliminary prospectus is eliminated or remedied in the prospectus and a copy of the prospectus shall not have been furnished to such Person in a timely manner due to the action or inaction of such Indemnified Person, whether as a result of negligence or otherwise, or (iii) any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and the Company will pay and reimburse such Holder and each such other Indemnified Party (as defined below) for any legal or any other reasonable expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding. The Company shall also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders.

7.2 Indemnification by Holders. In connection with any Registration Statement in which a Holder is participating pursuant to Article III, Article IV or Article V hereof, each such Holder shall promptly furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading or necessary to cause such Registration Statement or prospectus not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading. Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, officers, Affiliates, any underwriter retained by the Company and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from the Company to the Holders, but only if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder specifically for use in such Registration Statement or preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that the total amount to be indemnified by such Holder pursuant to this Section 7.2 shall be limited to the net proceeds (after deducting the underwriters' discounts and commissions) received by such Holder from the sale of Registrable Securities in the offering to which the Registration Statement or prospectus relates.

7.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder (the "Indemnified Party") agrees to give prompt written notice to the indemnifying party (the "Indemnifying Party") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure). If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party or (iii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that are the subject matter of such proceeding.

7.4 Contribution.

(a) If the indemnification provided for in this Article VII from the Indemnifying Party is unavailable to an Indemnified Party hereunder in respect of any Liabilities referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such Liabilities, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.1 and 7.2, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding; provided, that the total amount to be contributed by a Holder shall be limited to the net proceeds (after deducting the underwriters' discounts and commissions and less the aggregate amount which such Holder has otherwise been required to pay in respect of such Liabilities) received by such Holder from the sale of Registrable Securities in the offering.

(b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 7.4(a). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

ARTICLE VIII

COVENANTS

8.1 Rule 144. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rule 144 under the Securities Act, as such rule may be amended from time to time. The Company covenants that it will take such further action as any Holder of Registrable Securities may reasonably request (including providing any information necessary to comply with Rule 144 under the Securities Act), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rules or regulations hereafter adopted by the Commission. The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Holders upon request. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8.1 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

ARTICLE IX

MISCELLANEOUS

9.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the Common Shares, (ii) the Warrants, (iii) the Warrant Shares, and (iv) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the Common Shares, the Warrants or the Warrant Shares. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

9.2 No Inconsistent Agreements. Except as set forth on Schedule 9.2, the Company represents and warrants that it has not granted to any Person the right to request or require the Company to register any securities issued by the Company, other than the rights granted to the Holders herein.

9.3 Remedies. The Holders, in addition to being entitled to exercise all rights granted under this Agreement or by law, including recovery of damages, shall be entitled to specific performance of their rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate.

9.4 Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers:

If to the Holder Representative:

FS Private Investments III LLC
c/o Jefferies Capital Partners
520 Madison Avenue
New York, NY 10022
Facsimile: (212) 284-1717
Attn: Stuart B. Katz

with a copy to:

Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
Facsimile: (212) 806-5864
Attn: Melvin Epstein, Esq.

and to:

Vinson & Elkins L.L.P.
2500 First City Tower
1001 Fannin
Houston, TX 77002-6760
Facsimile: (713) 615-5871
Attn: Caroline B. Blitzer, Esq.

If to the Designated Holders:

as specified on the signature page hereto

with a copy to:

Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
Facsimile: (212) 806-5864
Attn: Melvin Epstein, Esq.

and to:

Vinson & Elkins L.L.P.
2500 First City Tower
1001 Fannin
Houston, TX 77002-6760
Facsimile: (713) 615-5871
Attn: Caroline B. Blitzer, Esq.

If to the Company, to:

RAM Energy Resources, Inc.
5100 E. Skelly Drive, Suite 650
Tulsa, Oklahoma 74195
Facsimile No.: (918) 663-9540
Attn: Larry E. Lee

with a copy to:

McAfee & Taft
10th Floor, Two Leadership Square
211 North Robinson
Oklahoma City, OK 73102-7103
Facsimile No.: (405) 235-0439
Attn: David J. Ketelsleger

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto.

Anything to the contrary notwithstanding, any notice or other communication required to be given by the Company to any Designated Holder pursuant to Section 4.3 or Section 5.1 hereof may be given to the Holder Representative (in the manner set forth in this Section 9.4) in lieu of giving such notice or other communication to such Designated Holder, and delivery of any such notice or other communication to the Holder Representative shall be deemed to be effective delivery thereof to the applicable Designated Holder; provided, however, that for purposes of the ten (10) Business Day period referred to in Sections 4.3 and 5.1 hereof, such notice or other communication shall be deemed given based on the time and manner of delivery thereof provided by the Holder Representative to such Designated Holder, which shall be no later than fifteen (15) Business Days after the giving by the Company of the written notice referred to in Section 4.3 or Section 5.1 to the Holder Representative.

9.5 Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as hereinafter provided. Subject to the provisions of Section 9.16 hereof, the rights of the Designated Holders contained in this Agreement shall be automatically transferred to any transferee to whom a Designated Holder has transferred its Registrable Securities, provided, that such transferee agrees to become a party to this Agreement and be fully bound by, and subject to, all of the terms and conditions of this Agreement as though an original party hereto pursuant to a written agreement to such effect (an "Accession Agreement"). Each Accession Agreement executed by a transferee of Registrable Securities of a Designated Holder shall set forth the address and facsimile number for such transferee for purposes of delivery of all notices, requests and other communications to be delivered hereunder to such transferee. Each Accession Agreement shall be delivered by the transferee of Registrable Securities of a Designated Holder to the Holder Representative concurrently with the consummation of the transfer of such Registrable Securities. All of the obligations of the Company hereunder shall survive any such transfer. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company, on the one hand, and the Designated Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent that it deems such enforcement necessary or advisable to protect its rights or the rights of the Holders hereunder. Except for the Holders or as provided in Article VII, no Person other than the parties hereto and their successors and permitted assigns are intended to be a beneficiary of this Agreement.

9.6 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless consented to in writing by (i) the Company and (ii) the Designated Holders holding a majority of the Registrable Securities held by all of the Designated Holders; provided, that if any such amendment, modification, supplement, waiver, consent or departure would adversely affect the rights, preferences or privileges of any Designated Holder disproportionately with respect to the rights, preferences and privileges of the other Designated Holders, such Designated Holder's consent in writing shall be required.

9.7 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The parties hereto confirm that any facsimile copy of another party's executed counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof.

9.8 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

9.9 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof. By its execution and delivery of this Agreement, each of the parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in a United States District Court in Delaware.

9.10 Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

9.11 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement.

9.12 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings with respect to the subject matter contained herein, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter.

9.13 Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

9.14 Other Agreements. Nothing contained in this Agreement shall be deemed to be a waiver of, or release from, any obligations any party hereto may have under, or any restrictions on the transfer of Registrable Securities or other securities of the Company imposed by, any other agreement including, but not limited to, the Charter Documents and the Merger Agreement.

9.15 Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period (as it may be extended in accordance with this Agreement), except for liabilities or obligations under Section 6.4, Article VII or Section 9.16, all of which shall remain in effect in accordance with their terms.

9.16 Holder Representative.

(a) Each Designated Holder hereby irrevocably appoints FS Private Investments III LLC as its representative and agent (together with any successor appointed pursuant to the terms hereof, the "Holder Representative") to receive all notices and other communications to be given by the Company to such Designated Holder pursuant to Section 4.3 or Section 5.1 hereof. In the event that the Holder Representative receives any notice or other communication referred to in the immediately preceding sentence, the Holder Representative shall give notice thereof to the applicable Designated Holder as soon as reasonably practicable after such receipt. Anything in this Section 9.16 or elsewhere in this Agreement to the contrary notwithstanding, the Holder Representative shall not have any duty or responsibility except those expressly set forth in the immediately two preceding sentences of this Section 9.16(a), nor shall the Holder Representative have or be deemed to have any fiduciary relationship with any Designated Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Holder Representative.

(b) In connection with the discharge of its duties as set forth in Section 9.16(a), the Holder Representative shall be entitled to rely on the notice information for any Designated Holder that is set forth on such Designated Holder's signature page hereto or that is contained in an Accession Agreement delivered to the Holder Representative pursuant to Section 9.5 hereof (as applicable), or any other notice information for such Designated Holder provided to the Holder Representative in compliance with Section 9.4 hereof. The Holder Representative shall not be under any obligation to ascertain or inquire as to the accuracy of any such notice information or the power or authority of any Person providing the Holder Representative with any such notice information, and may rely conclusively upon and shall be fully protected in acting upon such information.

(c) Neither the Holder Representative nor any of its officers, directors, employees, agents or affiliates shall be liable to any Designated Holder or the Company for any loss, damage, liability or expense that any Designated Holder or the Company may suffer or incur in any way relating to or arising out of the duties or responsibilities of the Holder Representative hereunder, or the performance or non-performance thereof, except to the extent that any such loss, damage, liability or expense results from the applicable Person's gross negligence, willful misconduct or bad faith, as determined by a non-appealable decision by a court of competent jurisdiction.

(d) Each of the Designated Holders agrees to indemnify and hold harmless the Holder Representative and its officers, directors, employees, agents and affiliates, pro rata (based on each such Designated Holder's ownership percentage of the Registrable Securities as of the time indemnification is demanded), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including reasonable attorneys' fees) which may at any time be imposed on, incurred by or asserted against the Holder Representative or any of its officers, directors, employees, agents or affiliates in any way relating to or arising out of the duties or responsibilities of the Holder Representative hereunder, or the performance or non-performance thereof, except to the extent that any thereof result from the applicable Person's gross negligence, willful misconduct or bad faith, as determined by a non-appealable decision by a court of competent jurisdiction.

(e) The Holder Representative may be replaced at any time for any reason with a successor selected by the Designated Holders holding a majority of the Registrable Securities held by all of the Designated Holders as of such time. Any successor Holder Representative so selected shall become the Holder Representative hereunder by signing a counterpart signature page to this Agreement. In addition, the Holder Representative may resign from its position as Holder Representative at any time by giving notice of such resignation to the Company and the Designated Holders. Upon any such notice of resignation of the Holder Representative, the Designated Holders holding a majority of the Registrable Securities held by all of the Designated Holders shall appoint a successor Holder Representative. Any resignation of a Holder Representative shall take effect upon the acceptance by a successor Holder Representative appointed as hereinabove provided. After a Holder Representative has been replaced or resigned, the provisions of this Section 9.16 shall continue to inure to its benefit as to any matters relating to the time it was the Holder Representative under this Agreement.

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